Webs and Witches
by Marcus S. Lazarus
Summary: A spree of strange disappearances, coupled with a vision of Phoebe's, sends the Charmed Ones to New York, where Paige literally runs into a young photographer called Peter Parker...
1. The Vanished Woman

Disclaimer: I don't own Spider-Man- the character was created by Marvel Comics and this version appeared in the movie directed by Sam Raimi-, nor do I own the Charmed Ones, who were created by the very talented Constance M. Burge

Feedback: This is a risky story I'm attempting; I'd like to know it's appreciated.

AN: For the Charmed Ones, I'm setting this between 'Brain Drain' and 'Black as Cole', so Prue's dead, Paige is alive and living with the others, and Cole's still Belthazor. For Spidey, this is set in between the two movies, so he's single, nobody knows his secret, and he's doing fairly well in the photography field; at least, he's doing pretty good as far as rent goes.

Webs and Witches

Jane groaned as she finally walked out of the bar where she'd just spent the last eight hours, her legs exhausted from constantly moving around behind the counter, trying to keep up with everyone's orders while at the same time trying to subtly make her boss see that his attentions weren't wanted.

Pushing a lock of her long brown hair out of her eyes, she shrugged on her long brown coat and started to walk towards the nearby Metro. Right now, she just wanted to get home, collapse on her bed, and get a good rest before she had to start her next shift. Who knew; maybe she'd get lucky and actually manage to land a date…

_Fat chance with that prick groping me all the time_, she thought angrily, kicking a can that was lying on the ground. She knew she needed the money, but with the way he treated her all the time…

"Bad day?" a voice said from off to the side.

Looking over in the direction of the voice, Jane was surprised to see a man she didn't recognise. She'd walked through this area for so long she knew most of the people who worked and lived here almost as well as she knew her own family, and this man was different.

For one thing, his clothes were smarter. While most men in this area commonly dressed in leather or something similar, this man was wearing a dark grey business suit that accentuated the slight white streaks above his ears in his hair. His face was ruggedly handsome, only marred by a faint scar on his face that stretched from the left side of his nose to just below his lip, making him look a little like he was perpetually smirking at something.

However, while Jane thought it would have made other men look arrogant, this man managed to carry it off fairly well, to an extent that it made look rather handsome…

Remembering that he'd asked her a question, she just shrugged.

"The boss was being a prick," she said simply, and continued to walk, leaving the man behind. It wasn't worth the bother of talking to him; she'd learned long ago that few people stayed around once they knew she was a barmaid, particularly for somewhere like _that_…

However, the man started to walk beside her, looking silently at her for a few seconds. At first Jane felt slightly flattered about it all- it was so rarely that a guy just _looked_ at her, appreciating her appearance without trying to get some of it-, but, eventually, it just got annoying.

She looked over at him. "Look, are you going to do anything or are you just going to look all day?" she asked.

The man blinked. "Oh… sorry," he said. "I was just… thinking about something."

"Well, could you stop just… looking at me like that?" Jane asked. "It's rather disturbing, you know!" She knew she was being snappy, but she just didn't care any more; she just wanted to have some time alone to get home and crash on her bed.

"Oh, don't worry," the man smiled. "I've made up my mind now."

He looked in her direction, and his face…

…_changed_.

The nose went up, to an extent that it looked like a pig's snout; the lips with raw and chapped, with sharp teeth visible behind them; his eyes were wide and staring, with a vicious, animalistic appearance behind them; his forehead had small ridges on it…

Jane couldn't help herself.

She screamed.

* * *

As soon as Spider-Man heard the scream, he didn't even stop to think; he let go off his current webline, turned around to face the direction that the scream had come from, and charged towards it, desperate to get there as soon as possible.

He didn't know what had been going on lately, but he knew one thing for sure.

It was happening in his city.

And he wasn't going to let it continue.

Hitting a nearby building, he charged along it for a few seconds, running while standing rather then his traditional crawling, quickly leaping off and swinging down a smaller side street.

There _had _to be something there…

He reached the street where he'd heard the scream, barely a minute after the sound had torn through the night air.

Nothing.

Not even a dropped scarf of some kind.

Landing on the ground, Spider-Man glanced around himself, trying to see if he could find anything that he'd missed on the first glance. Maybe if he was closer to the ground…

His shoulders slumped.

No.

There was nothing there.

Just him, the dust, and the traditional lights of a deserted street.

"Damn…" he muttered to himself. Then he raised one hand, fired a web-line into the air, and swung away.

Maybe he'd be luckier tomorrow…


	2. From Puddings to Visions

Disclaimer: I don't own Spider-Man- the character was created by Marvel Comics and this version appeared in the movie directed by Sam Raimi-, nor do I own the Charmed Ones, who were created by the very talented Constance M. Burge

Feedback: This is a risky story I'm attempting; I'd like to know it's appreciated

**Sean Malloy-1: **They will be, I promise; consider that one more of a teaser then anything else

**.harukmoel.: **Hope you enjoy seeing how things turn out

**Wolflver: **Yeah, I'm hoping that bit will go down well myself…

AN: On reflection, I have decided to change the timing of this story for the 'Charmed' characters; it's now set between 'Trial by Magic' and 'Lost and Bound', so Cole's human and unemployed, but is engaged to Phoebe

Webs and Witches

"Ugh…" Paige groaned, as she rolled over and stared up at the ceiling. "When did I get _in _last night…?"

Then she sighed. She knew precisely when she'd gotten in; one o'clock in the morning, for no real reason other than that her date had ended then.

Actually, calling it a 'date' was stretching it a bit; he'd just been some guy she'd met a P3 while covering the bar. They'd liked each other's company, he'd invited her for a quick bite to eat at a nearby restaurant…

And then he'd just turned out to be a jerk. Whether he was more drunk then he'd let on or if he was always like that, Paige didn't know, but in her book, a man who spent half the time they were out staring at her chest rather then her face was only interested in one thing, and she'd prefer something more then just a one-night stand.

_Although, quite frankly, at the rate things are going, I'd probably settle for just _that _at this rate… _Paige thought to herself, sighing again. She _hated _being single; it had been ages since she'd had a date with someone who only wanted the pleasure of her company rather then just the pleasure of her body, and having Piper and Phoebe having fun with their husband and fiancée respectively wasn't helping matters…

They hadn't even had a decent vanquish for _ages_!

Paige, for one, hated it when they didn't have any demons for ages; it often meant that the first demon they'd encounter after that period was one of the bigger ones, and would, naturally, take them longer to take down.

Groaning, she rolled out of bed and grabbed a few clothes from her wardrobe. If she was going to bemoan her single status to herself, she might as well get some work done in the process.

* * *

"And… bingo!" Piper smiled, as she pulled out the five black puddings that she'd been preparing for breakfast this morning and dished them out onto the five plates, Leo and Phoebe smiling at her in thanks as they started to eat their puddings. Cole and Paige still weren't down yet, Paige having gotten in late last night while Cole was just tired after spending a few hours away at some unknown location to, he claimed, 'visit old friends'. Paige, naturally, had been a bit uncertain about it, until Cole had assured her that they weren't demonic in any way; they'd known him while he was posing as an attorney, and he was checking up to see if they could help him find a new job.

"So, any particular reason you went for these today?" Leo asked Piper, looking up at his wife with that partly quizzical, partly caring expression that she always loved to see on his face; it reminded her why she'd fallen in love with him in the first place.

"Just thought I'd try something new," she smiled at him, leaning over for a quick kiss before she sat down and began to eat her own black pudding. "Besides, I went on a school trip over to England once and had these for breakfast a few times; I just wanted to try them out again."

"Oh yeah, I remember that!" Phoebe said, smiling as she looked over at her sister. "That London visit with the art class, right?" She shook her head. "I still don't get why they didn't take you to the Louvre."

"It was cheaper going to London," Piper replied, as she cut off a piece of black pudding and began to eat it. "Besides, don't knock the Tate; it's not the Louvre, but it's still pretty impressive."

"Is that breakfast I smell?" Cole asked, peaking his head around the doorway with an expectant grin on his face, dressed in a dark blue shirt and dark trousers.

"You bet," Phoebe said, smiling as she got out of her seat and kissed her fiancé briefly on the lips. "How were your friends?" she asked him, as Cole pulled up a seat and Piper dished out his black pudding.

"Oh, they were fine, thanks for asking," Cole said, as he cut off a piece of black pudding and began to chew, swallowing it before he continued. "They said they'd look into finding a job opening somewhere; all I need to do right now is wait for a few days and see what comes up."

"Ugh, don't talk to me about things being _up_," Paige said, as she finally walked into the kitchen and slumped down in her chair.

"Bad date, huh?" Phoebe asked her sister, as Piper dished out the last black pudding before sitting down and continuing her own.

"'Bad' isn't the word," Paige said, as she sighed and began to cut herself a piece. "The guy was only interested in one thing, and to say that it wasn't all that _I _was interested would be an understatement."

"Ah," Piper said, nodding in understanding. "One-night-stand kinda guy, huh?"

Paige nodded, sighing as she began to chew at her pudding again, the table briefly falling into silence.

"What _is _it with my life lately?" Paige said suddenly, as she put her cutlery down and stared up at the ceiling.

"Um… anything in particular meant by that?" Phoebe asked, looking over at her sister curiously.

"Well, I mean, _look _at my last few dates!" Paige said, looking over at Phoebe with an exasperated expression on her face. "Jerk, demon, boring, demon, loser, and, oh, demon!"

She sighed again and leaned forward on the table, her head in her hands as she stared listlessly in front of her. "I dunno…" she sighed. "What happened to me?"

"Maybe it's just a run of bad luck?" Cole suggested, as he put down his own cutlery and looked over at his future sister-in-law.

"Exactly!" Phoebe said, smiling at Cole before turning back to Paige. "Trust me, Paige; give yourself a bit of time, and you'll find a decent guy; you're just going through a bit of a rough patch at the moment."

As she spoke, Phoebe reached over to a newspaper that had been dumped in the middle of the table earlier; Piper had been checking over it earlier in case there was anything potentially demonic that they might have missed, but hadn't read all that much before deciding that she wasn't going to get anywhere.

Phoebe picked the paper up, opened it…

And was instantly hit by a vision.

_New York, Empire State Building, deserted street, girl walking, man in suit beside her, man becomes warlock…_

It ended.

* * *

"What?" Cole asked, noticing his fiancé's sudden tension. "What's wrong?"

"Vision," Phoebe said, as she picked up the paper and rapidly scanned through it, before her eyes fell on the article that must have triggered the vision.

"Right there," she added, placing the paper in the middle of the table so that the others could read it.

The five of them quickly read the article. It wasn't all that long; it was just discussing a string of unusual disappearances that had been taking place in New York for the past couple of weeks. All the victims were female, and each one had gone missing late at night in one of New York's less attractive areas. That aside, the only real link between all the disappearances was that each one had been marked by a personal item belonging to the victim being found in the middle of the street- a handbag one time, a scarf the next, a hat on another occasion…

Leo looked over at Phoebe curiously. "There's a magical connection?" he asked her.

Phoebe nodded. "Warlock," she said. "At least on one occasion, but almost certainly involved in the others; there's no way something like this could be a coincidence."

"Right," Piper said, as she swallowed the last piece of her black pudding and folded up the paper before putting it off to one side. "I'll call P3 and let the business manager know that she's in charge for the next few days; Paige, you let your boss know you're taking a few days off work, and the rest of you can see about finding a hotel for us."

Nodding in agreement, Cole, Paige and Phoebe got up and left the kitchen, leaving Leo to look at his wife as she stared at the paper in front of her.

"Something wrong?" he asked her.

"Hmm?" Piper asked, looking up at him. "No, not really. Just…"

She sighed, and looked at the paper once again. "How come _we _have to deal with this sort of thing in another city? Doesn't New York have its _own _magical protectors?"

Leo sighed. "Well, it does normally, but I'm assuming Doctor Strange isn't available at the moment; he's probably discovered some danger in the nether dimensions." He sighed and stared up at the roof, a slightly whimsical smile on his face. "He could never stick around in one plane of existence for very long…"

"What?" Piper asked, looking at Leo curiously. "What do you mean, the nether dimensions?"

Leo blinked as though he hadn't even realised he was still talking, and looked over at Piper as he tried to look casual.

"Oh, nothing we'd ever need to worry about," he said casually. Then he shrugged and held out a hand to Piper. "Let's get going; if Phoebe's correct, we have some warlocks to deal with."


	3. Dates in New York

Disclaimer: I don't own Spider-Man- the character was created by Marvel Comics and this version appeared in the movie directed by Sam Raimi-, nor do I own the Charmed Ones, who were created by the very talented Constance M. Burge

Feedback: This is a risky story I'm attempting; I'd like to know it's appreciated

**.harukomel: **Believe me, that will be coming soon…

**Wolflver: **It's more that he knows Strange _professionally _rather than _personally_, but I figured I had to at least _mention _him; after all, he is the strongest sorcerer in Marvel Comics. And believe me, if all goes well, 'fun' won't exactly be the right word for this meeting…

Webs and Witches

"Wow…" Paige breathed, as she looked around in awe at her surroundings. She'd been to New York once when she was younger, her parents taking her there for a week-long break during a summer holiday, but it all looked so different now…

_For one thing, it seems a bit smaller_, Paige thought slightly jokingly to herself. Then again, it was true; even if it wasn't that much of a difference, Paige was definitely taller now then she had been back then. Plus, she had a great deal more freedom in the city now due to her being older now, and was looking forward to seeing where else she could go this time around…

"So, any particular destination in mind?" a voice said from behind her.

Looking back, Paige smiled at Piper's curiosity; even if they were here to deal with a warlock crisis, they were still determined to have a bit of rest and relaxation until they had some new material to work with. Currently Phoebe and Cole were trying to find a decent hotel, while Leo had decided to ask the Elders if they had any ideas about what might be causing the disappearances rather than leave the five of them staggering about blindly.

"Nah, not really," Paige replied, shrugging casually as she spoke. "I think I'll just mill around for a bit; you know, see what I can find to kill some time. You?"

Piper shrugged. "I'm going to try and persuade Leo to help me check out a few clubs in the area; you know, get a few ideas for improvements I might make in P3."

Paige nodded. "Fair enough," she said. "Phoebe and Cole still sorting out the hotel?"

"Yep," Piper smiled. "I've told them to call you when they've selected our hotel; they'll also be letting us know if anything comes up regarding the disappearances while we're out and about."

"Perfect," Paige smiled. "See you!" she called out to her sister, as she began to walk off down the street, leaving Piper to head off down in the opposite direction.

Looking around for her first stop-off, Paige turned around a corner…

And bumped directly into a young man coming the other way.

"Oh, sorry about that," the man said instantly, as Paige briefly stumbled back from the suddenness of the brief impact.

"Don't worry about it," Paige said, looking up at the young man. "It was…"

She stopped.

This guy was _cute_.

He wasn't exactly a giant among men, but was still fairly tall, maybe an inch or so taller than she was, and looked like he was around her age, maybe a couple of years difference in either direction, with short, dark hair and dressed in jeans and a dark blue jumper with a camera hanging around his neck.

The young man blinked, but then smiled and recovered.

"Hi," he said, holding out his hand. "Peter Parker."

Paige took the hand and smiled. "Paige Matthews," she replied. "You're a photographer?" she added, casually indicating the camera around his neck.

Peter glanced down at the equipment in question and smiled.

"Kind of obvious, isn't it?" he said casually, as he looked back up at her. "So, if we're exchanging jobs, what do you do for a living?"

"Social worker," Paige replied casually. Then she smiled and shook her head. "Well, actually I'm a social work _assistant_, but who cares about the fine print, huh?"

"Yeah, fair point," Peter smiled. Then he swallowed slightly and looked curiously at Paige. "So, um, if you're not doing anything at the moment, care to grab a drink or something?"

Paige thought about it for a moment. On the one hand, she wasn't really going to be staying in New York for very long; was it really fair to start dating a guy if she'd be dumping him in only a few days?

Then again…

Peter seemed nice enough, a few days couldn't hurt anyone that much, and besides, hadn't she been complaining only this morning that she'd been having difficulty finding a decent guy? Peter struck her as being a nice enough guy, and even if he wasn't, well, that would just make it easier to chuck him. If he was everything he seemed to be, she was sure he'd understand why she had to leave, and she'd still have spent a few enjoyable days in his company.

She made her decision, and smiled at Peter.

"Sure," she replied. "Any preferences?"

* * *

"So, where do you live, anyway?" Peter asked Paige, as they sipped reflectively at the hot drinks they'd picked up at a nearby Starbucks.

"Well, San Francisco, normally," Paige replied, putting her drink down and looking over at Peter. "My sister runs a nightclub down there and wanted to get a few ideas for improving the place, so she came over here with her husband to check out was popular over here and persuaded the rest of us to tag along."

"I see," Peter replied, sipping his drink again. "The rest of you being?"

"Me, my sister, her husband, our other sister, and her fiancée," Paige explained. "We live together in this manor house our grandmother left us after she died a few years ago; it's been in the family since after the 1906 earthquake."

"Really?" Peter said, intrigued. "So you've lived there all your lives?"

"Well, the others have; I only moved in recently," Paige explained, taking another sip of her drink. "I only even found out I _had _sisters a few months ago; I attended a funeral I'd seen an obituary for in the paper, and it turned out to be for my…" She sighed. "My deceased elder half-sister."

"Oh," Peter said, uncertain what else to say. "And then you started living with the others?"

"Yeah, pretty much," Paige said. "Turns out our mother had me with a boyfriend of hers after she got divorced from my sister's father, but had to give me up because of… well, my father's work issues meant he couldn't have a kid, to put it simply." She sighed. "I don't resent them, really; I get their reasons why they had to ditch me, and I always loved my adopted parents. It's just… well…" She sighed again. "You can't blame me for wanted to know my parents better, can you?"

"Yeah..." Peter said reflectively, as he looked idly at his cup for a few moments before looking back up at Paige. "I kind of know what you mean; I never really knew my parents either. They died in a plane accident when I was younger, and I was raised by my aunt and uncle ever since."

"Oh," Paige said simply. "Sorry about that." What else was there to say?

"Thanks," Peter smiled. "But, really, I'm fine about it; Aunt and Uncle Ben always made it clear that they loved me. It's kinda like your situation, really; I never loved them any less just because they weren't my parents."

He stared thoughtfully at nothing in particular for a while as he sipped his drink, and then looked curiously at Paige. "So… are you free tomorrow night?"

Paige blinked in surprise, but soon recovered. He was asking her for a second date already?

Then she shook it off and smiled. This was _just _what she was looking for; a guy who was actually interested in meeting her more than once. Why shouldn't she make the arrangements? After all, there was no telling how long they'd be in New York; she might as well make the most of it.

She smiled at Peter. "Yeah, I'm available," she said to him. "Anywhere in particular?"

"Well, I know this great bistro down in Brooklyn," Peter said. "How's seven o'clock sound?"

"Perfect," Paige smiled, before reaching over, picking up a napkin, and scrawling a number on it before passing it to Peter. "Here's my mobile number; call me when you've made the arrangements."

* * *

Peter smiled and took the napkin from her, slipping it into his pocket. "Sure thing," he smiled at Paige. He glanced down at his watch, and sighed. "Sorry, I've got to go; I've got some photos to drop off with my publisher if I want to have any money for tomorrow." He picked up another napkin and scrawled his own number on it before passing it to Paige. "Here's my number; let me know if something comes up."

Paige took the napkin and smiled at him. "I'll call you once I know the hotel," she said to him.

"Thanks," Peter said, as he got up, tossed a few dollars onto the table to pay for the drinks, and headed off out of the bistro. "See you tomorrow!" he called back to Paige.

As he started to walk down the street towards the Daily Bugle, he smiled slightly to himself. The date had actually gone far better than he was expecting. He'd found Paige attractive when they met, but he'd been expecting just to have a drink with her and then leave; he was never very good with women on a first date.

But Paige…

He found he could kind of identify with her. Not just the obvious fact that both of them had lost their parents when they were young; he felt like there was… something else they had in common, something that she didn't really like to advertise about herself…

He smiled. _So what? _he thought to himself. _Even if she does have a secret, it can't be any bigger than mine is; if she reveals it, it'll all be fine, and if she doesn't… so what?_

Shaking off the pleasant thoughts of Paige and more time with her, Peter turned his attention back to getting to the _Bugle_. Who knows, if he was lucky, maybe they'd have some more information on those disappearances…


	4. Reactions

Disclaimer: I don't own Spider-Man- the character was created by Marvel Comics and this version appeared in the movie directed by Sam Raimi-, nor do I own the Charmed Ones, who were created by the very talented Constance M. Burge

Feedback: This is a risky story I'm attempting; I'd like to know it's appreciated

**Kalong:** Yeah, I know what you mean; he tangled with that 'Morlun' sucker when he found out about that, didn't he? Regarding using it here… might be a bit difficult, but it's _definitely_ worth thinking about…

**Wolflver:** That'll probably be _fairly_ soon, but I can't make any promises.

**angel:** Thanks for that; I wasn't too sure about it myself, but it seemed like an interesting idea, so I decided to use it nevertheless.

**.elementalbabe:** Thanks for that.

**Sean Malloy-1:** No ideas on that front; we'll just have to see how everything works out.

**BlueSilverLining: **Thank you; this soon enough?

**Sara Wolfe: **Um… thanks for that, but where's the Murphy's law reference?

**Guardian452X:** I do what I can; always glad to hear a positive comment

**CharmingStar: **Sorry this took so long, but things kept on coming up

**Tanya: **Here you are; sorry about the delay

Webs and Witches

_Niiiiice…_ Paige thought to herself, as she looked around the room that Cole and Phoebe had picked for her. It was on the thirty-second floor of the W Hotel, just off Times Square; a fancy, ultramodern hotel with rooms in an almost futuristic style of black and silver decoration.

Her room was located on the thirty-fifth floor of the hotel, in between the rooms of the others; Piper and Leo had the room on her left, while Cole and Phoebe had claimed the one on her right.

"Like it?" a voice said from behind her.

Turning around, Paige smiled as she saw Phoebe standing behind her, looking curiously at her younger sister.

"Yeah, it's great," she said, nodding at her sister. Then a thought occurred to her. "Find anything?"

Phoebe sighed. "Not really," she said, as she moved over to sit on Paige's bed. Paige sat down beside her, and looked at her sister as Phoebe continued to speak. "After we'd found rooms, Cole and I nipped off to try and buy a few newspapers; you know, see if we could find anything out about these disappearances we're investigating."

Paige nodded in agreement. "And?" she asked, looking curiously at Phoebe.

Phoebe sighed. "Nothing," she said regretfully. "There's the occasional missing person mentioned here and there, but nothing concrete." Then she rolled her eyes and chuckled slightly. "Well, this one paper had a theory, but it doesn't really count…"

"Why not?" Paige asked, raising an inquisitive eyebrow.

"It's this paper called the _Daily Bugle_," Phoebe explained. "It's generally fairly credible, but the publisher apparently has a serious 'vendetta' of some kind against the guy he's claiming committed the crimes, so he's hardly a credible source."

"Who is it?" Paige asked.

"Spider-Man," Phoebe replied.

Paige blinked in surprise at that comment.

"What kind of name is that?" she asked.

"An apt one, apparently," Phoebe explained, as she reached into her bag, which had been lain down on the floor as she sat down, and pulled out a newspaper, passing it to Paige. "He's the guy on the cover."

Paige looked at the paper curiously, and blinked in surprise at the sight. The front cover showed a man, apparently in good physical shape, swinging- yes, _swinging_- through the New York skyline, holding on to a thin line of some kind. He was dressed in a blue-and-red skintight costume, with red glove and boots, and a red mask that completely covered his head, with what Paige could only assume were one-way-mirrors covering his eyes.

"Interesting costume…." she said, looking it up and down critically…

And then her eyes fell on the name below the picture.

Photograph by: Peter Parker 

"Peter?" she said, almost half to herself.

"'Peter'?" Phoebe said, looking curiously over at Paige. "Who's Peter, and what's he got to do with anything?"

"Peter Parker, the guy who took this picture," Paige said, tilting the paper slightly so that Phoebe could see it and tapping the name with her finger. "It's just…" She sighed. "Freaky coincidence, but I ran into him while I was out on the town and arranged to meet him at a restaurant tomorrow night."

* * *

Phoebe blinked in surprise.

Paige was right; that _was _a rather freaky coincidence…

Then she realised just what her half-sister had said.

"Wait; you arranged to _meet _him tomorrow at a _restaurant_?" she asked, looking over at Paige with a slight grin on her face. "Are you saying that we've barely been here a day, and you've got a date _already_?"

She smiled and patted Paige on the back. "Good for you. I _told _you this was just a rough patch you were going through, man-wise."

"Well, it's not like it's that big a deal," Paige said, shrugging dismissively. "I mean, it's just a dinner date; it's not like it's anything that major."

"Paige, compared to what you've had recently, it's a step or so _up_, the way I see it," Phoebe smiled, looking over at her sister. "I mean, your last few dates just took you to a club or bar or something; this guy's taking you to an actual _restaurant_."

She grinned even wider and gave Paige a quick hug. "Don't act like it's nothing, Paige; this guy might just break your bad streak."

Paige smiled. "Yeah, maybe…" she said, hugging her sister back.

As her eyes fell on the paper lying on the bed beside them, Paige made a mental note to ask Peter a bit about Spider-Man; even if he wasn't responsible for these disappearances, the web-slinger may have some ideas as to who might be behind them…

* * *

"Bad," J. Jonah Jameson said dismissively, tossing the first photo from the envelope off to one side.

Peter sighed slightly, but didn't worry too much about it; after so many months selling photos to the _Bugle_, he was used to Jameson's rather harsh attitude towards his pictures, no matter what condition they were in at the time.

"Lame… bad lighting… shoddy angle…" Jonah stopped glancing over them and looked up at Peter. "I'll give you three hundred for all of them."

Peter shrugged; that should be enough to pay the rent for the next month or so, when put together with his savings, and still leave enough for tonight's dinner with Paige.

"Thanks, Mr Jameson," he said, standing up and taking the offered check. Then a thought occurred to him, and he looked back at Jameson. "Any further news on these disappearances?"

Jameson looked up harshly at Peter at that. "What are you; a detective?" he asked. "You're not here to ask questions, Parker; you're here for your photos! Now get going!"

Sighing, Peter walked out of the office, stuffing the cheque in his pocket. He knew it had been a long shot, but he couldn't help it; he really _hated _it when something like this happened in his city.

Mary Jane being targeted by the Green Goblin was bad enough; at least he'd _known_ who'd be after her…

But this? He didn't even know whether she was a potential _target_, never mind who her captors would be…

He shook his head, trying to clear it; this wouldn't get him anywhere. Until further notice, Mary Jane wasn't his concern; he had a date tonight, and he couldn't afford to spoil it. Despite the fact that Paige probably wouldn't be around for long, he wouldn't mind the chance to get to know her better.

Besides, he could do with a few more dates anyway; it couldn't be healthy to moon around after one girl for his entire life…

He just hoped that his life as Spider-Man didn't interfere with the relationship before it had even got started.

"Tough time from Jonah, huh?" a voice said from one side. Looking over, Peter smiled as Robbie Robertson walked over to him. Peter hadn't really talked to Robbie that much- never really been much opportunity- but the few conversations they'd managed had always been friendly ones, and he'd enjoyed them nevertheless.

"Yeah, tell me about it," Peter said, sighing. "I just asked him about the disappearances and he lost it."

"You can't blame him, really; this whole thing's got everyone stressed out," Robbie sighed. "Jonah's belief that it's Spider-Man doesn't help either; I've tried to point out that it _can't _be him, and nothing's helped."

Peter looked up, curious. "Any particular reason it can't be him?" he asked inquiringly.

"Well, aside from the fact that for at least two of the disappearances he's been confirmed at other locations, in a couple of the alleyways where the women vanished, the ground was dusty enough to show footprints," Robbie explained. "I'm hardly Sherlock Holmes, but given that the feet just seem to have vanished rather than been dragged away, I think that rules out Spider-Man; even if he yanked them up with webbing there'd probably be some kind of… skid mark, right?"

Peter nodded. "Yeah, seems sensible," he said, as he stood up. "Well, I've got to go; I've got an appointment in a restaurant in a couple of hours."

"A date?" Robbie asked, smiling casually up at Peter.

Peter was about to protest, but then just shrugged casually; after all, where was the harm?

"Yeah, pretty much," he said, smiling slightly at the thought.

Robbie smiled back at him, patting him on the shoulder in a friendly manner. "Have a good time, Pete," he said to his young friend.

"I will, Robbie," Peter reassured him. Then he turned around and headed for the door towards the lift. If he hurried, he might just be able to reach his apartment and change before he had to meet Paige at the restaurant…


	5. Planning for the Night

Disclaimer: I don't own Spider-Man- the character was created by Marvel Comics and this version appeared in the movie directed by Sam Raimi-, nor do I own the Charmed Ones, who were created by the very talented Constance M. Burge

Feedback: This is a risky story I'm attempting; I'd like to know it's appreciated

**.elementbabe.: **You asked for more, and here you are.

**Sean Malloy-1: **Sorry it took so long

**Wolflver: **How do you know _either _of them are going to have to disappear? Maybe they'll _both _have to leave at once…

**Neostar:** That's a relief; I've been worried it's a bit too over-the-top to actually work…

**Sara Wolfe: **Ah well, at least I know now. If you remember what you were talking about, just let me know, OK?

Webs and Witches

In the vast hall that was their meeting place, the members of the Coven stared across at each other, their dark red robes, almost the colour of blood, shielding their eyes and faces from the other members. Only the slight gold tint around the edges of his robes marked out the leader of this gathering.

He looked around at the members, and nodded in approval.

"Now that we are all here, I can tell you the news," he said. "I have received information that reveals that we have a new problem; the Charmed Ones are active in this city."

Reactions were mixed; about half of the other members of the Coven seemed fairly relaxed about the news, while the other half were surprised, and a couple of them even appeared slightly shaken.

"The… the Charmed Ones?" one figure asked, looking inquiringly over at the leader. "Are you sure?"

The leader nodded. "Oh yes," he said. "Their magic is unmistakable; you forget, our original leader, Jeremy, was killed by them shortly after they acquired their powers. I would be dull indeed if I had not developed a means to detect their powers to ensure the same thing never happened to me."

He sighed and looked around at the others. "As you are aware, we are close to achieving the necessary number of sacrifices for our goal to be successful. We cannot afford to have the Charmed Ones meddling in it, this close to success. Does anyone have any ideas?"

One of the Coven members who hadn't been shocked by the news raised his hand. "I have a suggestion," he said.

"Yes?" the leader said, looking over towards the member.

"I overheard one of the sisters making an arrangement to meet a young man at a bistro this night at seven o'clock," the member explained. "I believe I have traced the bistro in question- her date is a man of certain habits- and, with her on her own, it should be easy for two of us to capture her and use _her _as one of our sacrifices."

He smiled. "After all, what can her date do?"

The leader nodded in approval. "Agreed," he said, indicating another member of the Coven. "The two of you head off and acquire this Charmed One; her power will be a great asset to our cause."

He raised one hand above his head, palm upwards. "May the Lord Beelzebub rise again!" he cried.

The other Coven members mimicked the action, raising their hands as well. "May he rise again," they all said.

* * *

"You're kidding me; a _date?_!" Piper smiled, looking at her sister as Paige browsed through the store for a decent dress. "We're here barely a few hours, and you land a date? What happened to the girl who was complaining she couldn't find a decent boyfriend?"

Paige looked back at Piper and smiled. "She got a bit of a life," she said, grinning, before turning back to the dress. "Now, Peter said it was only a bistro, so I don't want anything TOO elaborate…" she said, half to herself. In preparation for her date, Paige had dragged Piper off to help her do some shopping for a new outfit, but was fast beginning to regret telling Piper why she needed new clothes; her sister just couldn't seem to stop poking a little fun at her for her earlier attitude.

"C'mon, surely you can't help but feel a _bit _stupid about it all now?" Piper asked teasingly as Paige pulled a dark brown blouse off the hanger and held it against herself.

"Hey, stuff happens; I can deal with it," Paige asked, turning to look at her sister. "Do you think this looks good?" she asked, indicating the blouse.

Piper scanned it critically for a few seconds, and then nodded.

"Yeah, it should be fine," she said, before looking back up at Paige. "Seriously though, barely a day here and you've _already _met someone good? I'd hate to see what happens when you're actually _trying _to find a guy!"

"Piper, would you please stop going on about it?" Paige asked, rolling her eyes as she started to search for something to go with the blouse. Eventually, her eyes fell on a likely-looking pair of black leather pants, which, she noted with relief, weren't so expensive that she couldn't pay for them herself; she still felt slightly guilty that she sometimes had to ask her sisters for financial help, even though they'd said time and again that they didn't mind.

"Anyway," she said, picking up the pants and looking back at her sister, "thanks for your help, but I'll just take these and go; I'm already running a bit later than I'd like. Call me if something comes up about the disappearances."

"Sure thing," Piper said, nodding at her sister as Paige headed for the desk to pay for the clothes. "Good luck with the date!" she called out after Paige, before turning around and heading for another part of the shop.

_Luck?_ Paige thought to herself, smiling slightly as she dropped the clothes on the desk and pulled out her credit card. _If Peter's as nice as he seemed to be earlier, I'm not so sure I need luck. All I need is peace and quiet…_

She sighed briefly as she handed her card over to the girl behind the desk and watched as the information on the cards was scanned in. _Though, I admit, a kiss would be nice…_

* * *

"Hey, Aunt May," Peter said, smiling at the familiar old woman who'd been the closest thing to a mother he'd ever known. Even though he'd moved out over a year ago, he still checked in on her now and again, sometimes to share a meal with her, or sometimes just to pick something up from his room; his apartment wasn't too bad, but it was hardly the largest room in the world, and on his budget, he couldn't exactly afford to get a wardrobe.

"Hello, Peter!" May smiled, hugging her nephew before she pulled back to smile at him. "So, whatever you're here for, can it wait long enough for you to grab a bite to eat?"

Peter smiled. "Yeah, that'd be great, Aunt May," he said, briefly checking his watch as she headed back to the kitchen; he had enough time to have a meal here and then work it off before meeting Paige tonight.

"So, has anything interesting been happening in your life lately that you can tell me about?" May asked, as she came back in with a dish of lasagne that she must have been warming up in the oven. Peter smiled; he knew he was a bit predictable at times, but in cases like this, he could live with details like that.

"Well…" he said, chewing thoughtfully on a piece of lasagne as he tried to decide whether or not to tell May about Paige. Finally, he made up his mind. "Actually, I have a date later on tonight."

"Really?" his aunt said, looking up at him with a slight smile on her face. "Who is it?"

"Nobody you know, Aunt May," Peter said, trying not to pay too much attention to May's expression; he knew that she still harboured a wish for him and Mary Jane to get together, and, until he managed to come up with a decent explanation, he was just trying to avoid the subject. "Her name's Paige; she's a social worker. We had coffee yesterday, and, well, I arranged to meet her later on at a restaurant."

"Oh," May said, trying to conceal her disappointment at the news. In all fairness, she was doing a good job of it; you'd need to have known her for as long as Peter did to have any idea that she would have preferred Peter to be dating someone else.

"So, how's things with you?" he asked, trying to change the subject.

"Oh… they're not too bad," May said, shrugging dismissively. "The usual little money issues, but I'm coping; the… insurance money's proving helpful in that regard, at least."

Peter didn't bother to ask what money she meant; he knew well enough.

Uncle Ben's life insurance.

He sighed.

It seemed that, no matter how hard they tried, that issue always came up. Even with Peter chipping in whatever part of his freelance photography money that he could afford to spare, on top of her old savings, Aunt May still couldn't quite manage to make ends meet.

If only there was some way to make money…

_Too bad I wasn't exposed to a radioactive wizard_, Peter thought to himself; maybe he'd have been able to develop the secret of alchemy or something like that.

He didn't even bother to chuckle at the joke; it wasn't worth it.

Still, at least there was tonight to look forward to; maybe Paige would manage to take his mind off his troubles. In some ways, he was almost looking forward to it; a pleasant woman, who he was undeniably attracted to, with no connections with his secret identity (That was the main reason he'd never asked out Jonah's secretary; he'd only met her because of Spider-Man, and wanted to find someone who _didn't _remind him of his other identity), and a calm, enjoyable evening awaiting them.

_What could go wrong?_ he thought to himself.


	6. Warlocks at the Restaurant

Disclaimer: I don't own Spider-Man- the character was created by Marvel Comics and this version appeared in the movie directed by Sam Raimi-, nor do I own the Charmed Ones, who were created by the very talented Constance M. Burge

Feedback: This is a risky story I'm attempting; I'd like to know it's appreciated

**.elementbabe.:** Just luck, I guess

**Wolflver: **Well, the date is here, and believe me, _something _is going to go wrong…

**SlayerWitchGilmoreGirls: **You asked, and you shall receive

**Sean Malloy-1:** That'll be happening _pretty _soon; if not this chapter, than the next one… And yes, the Coven _is _going to get their heads handed to them

**Sara Wolfe: **Here you are- and, yeah, it _was _a pretty stupid thing to ask

**SpartanCommander:** Yeah, I heard a bit about those, but I'm setting this in the movieverse, so those events never happened; I just want a Spidey with _no _experience in dealing with something that isn't scientific in nature

Webs and Witches

Standing at the street corner near the restaurant, Peter, dressed in a blue-and-cream checked shirt and blue jeans, glanced at his watch again. Still six-fifty-five; Paige wasn't due to arrive for at least five minutes at the moment.

Nervously, Peter checked his wallet for money, relieved to note that he still had a decent amount on him; a hundred and forty dollars. He'd need to be careful about how much he ate, but, if all went well, he should manage to cover their dinner himself and still have a bit of money left over for the future…

"Hey!" a voice called out from down the street.

Peter turned and smiled as he saw Paige running towards him…

And his jaw almost dropped as he saw the clothes she was wearing. Tight black leather pants that hugged her slender, elegant legs… a dark brown blouse with the top two buttons undone in a manner that showed her slender neck while also showing teasing images of the lacy bra over her breasts…

Only one word crossed the mind of Peter Parker, AKA Spider-Man, at that moment.

_Wow_.

Maybe he could see about moving down to San Francisco…

* * *

"Hi, Pete," Paige smiled as she finally reached him, smiling slightly at the reaction her new clothes appeared to have provoked in him; evidently, she'd chosen well when picking out her outfit for this evening.

"You look… um… nice," Peter said, smiling at her with a slightly sheepish grin on his face, as though embarrassed at his earlier behaviour.

"Thanks," Paige said, looking him over briefly. "You look good too," she smiled at him, before offering her arm to him. "Shall we?" she asked, in a slightly mock posh accent.

"Why, we shall," Peter replied in a similar accent, taking the arm and walking into the restaurant.

* * *

About twenty minutes later, Peter and Paige were tucking into their chosen dishes; Paige had selected medium roast pork with vegetables, and Peter was tucking into a plate of spaghetti bolognas.

"That looks good," Paige commented, indicating the spaghetti as she cut a piece of her pork. "You know, bolognas has always been an old favourite of mine back home."

"Really?" Peter asked, looking back at her. "Then why didn't you order it?"

"Well, you know, I've had my sister's home-made stuff for so long, normal bolognas sauce just doesn't really taste the same," Paige said, as Peter began to put some spaghetti on his fork. "She used to be a chef; did I mention that?"

"No, you didn't," Peter replied, as he swallowed his spaghetti and looked back at her. "Which one?"

"The one who owns the nightclub- her name's Piper, by the way," Paige added, as Peter swallowed his spaghetti. "She made most of her money in the chef business for about a year, but opened the club with some financial help from her other sisters- before I met them, by the way- and it's been going strong ever since."

"Not bad," Peter said, smiling at her. "I'll have to remember to drop by sometime; sounds like it's definitely worth checking out."

"Trust me; it is," Paige smiled, before looking at him curiously, a more serious overall expression on her face. "How about you? How'd you get into the photography business?"

Peter shrugging in an apparently casual manner; he'd practiced his cover story in the event it was ever needed several times before now.

"Well, I was working my way through college, but stuff kept on coming up that stopped me from keeping to any regular work hours," he explained, as Paige cut up her stake and swallowed the piece in question. "Then I saw an ad in the _Daily Bugle_- you know, the newspaper- asking for photographs about Spider-Man and promising good money, and I thought I'd give it a try. It went down well, and I've stayed with the _Bugle _ever since." He smiled slightly at the thought. "The publisher can be a bit of a pain at times, but at least the money isn't too bad."

"Mmm," Paige said, nodding in agreement as she swallowed another bit of stake before looking back at Peter. "You know, my sister and I saw one of your photos of Spider-Man in the _Daily Bugle_; good job, I have to say." She raised an inquiring eyebrow at him. "How do you do that?"

"Oh… um… just luck, I guess," Peter said, trying to conceal his surprise at the question; normally he didn't have to deal with any questions about his photographs.

Then again, most of the people he met these days had known him a while before he started taking photographs, so they were prepared to ignore little details like how he did it, knowing he'd tell them if he wanted to.

"Really," Paige said, in a manner that suggested to Peter that she was going to get back to that eventually, but was prepared to ignore it for the moment.

* * *

"So," Paige said, deciding she might as well try a direct approach, "those disappearances… you think he _is _involved in them?"

Peter shook his head. "Nah; not Spider-Man," he said, a quite certainty in his voice as he looked back at Paige. "I may know him more in a… well, professional capacity, I admit… but he wouldn't do this sort of thing."

"You're sure?" she asked him.

Peter nodded.

"Positive," he said, in a tone that made it clear that, as far as he was concerned, that was the end of the matter.

Paige nodded slightly as she turned back to her steak. Her Whitelighter side may not give her the ability to know when someone was telling the truth, but she could hear the sincerity in Peter's voice easily enough; he was absolutely certain that Spider-Man couldn't be behind these disappearances.

_But why? _Paige thought to herself, as she and Peter put off conversation for a few moments as they continued to eat. _What makes him so sure that Spider-Man can be trusted…?_

Shaking her head, Paige stood up, putting her knife and fork on either side of the plate and looking up at Peter.

"Sorry; gotta go," she said, smiling at him. "Call of nature, you know."

Peter smiled in understanding. "Fair enough," he assured her. "I'll be here when you get back."

* * *

As Paige left the table, Peter turned back to his spaghetti, already musing on Paige's odd question earlier. He didn't like to sound big-headed, but if she'd known about him having taken the Spider-Man photos when he'd met her, she'd probably have asked him about it earlier.

But she didn't even seem all that interested in the actual photographs; she'd seemed more curious about the disappearances rather than how he managed to _take_ the photographs…

Then a sudden sharp burst hit his spider-sense, and he quickly scanned the restaurant, already willing to hit whoever had caused it; just once, he'd like to be able to enjoy a quite night out with a beautiful girl _without _his other life getting involved somehow…

Then his eyes fell on the cause of the alert; at least, his spider sense was giving off stronger signals now that he was looking in the direction of these guys. The subjects appeared to be two tall men in business suits, apparently well built under the fancy outfits, one with close-cropped brown hair and another with longer ginger hair, and both had a gleam in their eyes that didn't strike Peter as being a good thing…

_And they were following Paige!_

Getting up, Peter pulled out his wallet, tossed some money onto the table in case this took longer than he was expecting, and headed off towards the gents'. If he was going to tackle these guy, he'd prefer to do it in his costume; at least then _he _wouldn't face any awkward questions from Paige…

* * *

As Paige washed her hands at the sink, she smiled slightly at the thought of her date. She had to admit, despite the annoying fact of the disappearances still hanging over her and her sisters, she was enjoying her time here in New York. Charmed business to attend to or not, she was still grateful for the chance to spend time with Peter.

_Who knows? _Paige thought to herself, smiling. _Maybe I can find some way to keep seeing him when we go back. After all, I _can _orb…_

Then there was the sound of a door opening, and Paige found pinned to the ground as a large form suddenly grabbed her arms and trapped them behind her back, as another hand forced itself over her mouth.

"You should never have come here, Charmed One," a voice said in Paige's ear. "Now…"

Paige swallowed as she felt a dagger at her neck.

"You die," the voice said, as he chuckled slightly while stroking the dagger lightly over her neck.

"Oh, and I wouldn't recommend trying to orb out," another voice said, as a gold-and-green amulet was suddenly dangling in front of her eyes. "We neutralized your abilities with this; you can't do anything while this is active."

Paige couldn't believe this; _this _was how she was going to die? In a bathroom, cornered by a couple of randoms who she knew nothing about, for no reason that she knew of, unable even to _try _and fight back because of a stupid _amulet_?

She could only hope they wouldn't go after Peter once they'd killed her…

Suddenly, something seemed to land on the ground beside them; at least, Paige heard the light _slap_ of something hitting the ground some way away.

"Hey, would you guys care to step away from the lady?" a voice said from off to one side. The two men holding Paige down turned to look in the direction of the voice, Paige glancing in the direction herself…

And was amazed to see a pair of red skintight boots- although covered in a black web-like pattern- below a pair of blue… tights, for lack of a better term.

"Spider-Man?" the men said in surprise, accompanied by Paige.

_What's _he _doing here…?_ Paige asked herself.

"The one and only," the web-slinger replied, slightly tensed as though ready to spring into action at any moment as he stared at his new foes. "Now, do you want to do this the easy way, or does this have to get nasty?"

He sighed in an exaggerated manner as he looked around at the two men. "Although I'd really prefer if it didn't have to; I'd rather not have vandalising the woman's toilets of such a nice place on my record, even if it _is _because of you guys."

The two men looked at each other, then, looking back at Spider-Man, roared- literally _roared_- at him, and leapt towards him, sending him crashing into the wall outside the door into the toilet…

And leaving Paige free.

* * *

As he crashed against the wall, his throat in the clutches of one of the men while the other grabbed one of his arms, only one thought crossed Spider-Man's mind as he stared at their faces, now suddenly twisted into an almost dog-like appearance- gleaming eyes in sunken eye sockets, sharp teeth, a slightly protruding forehead…

_Ah crap_.

He didn't know _what _these guys were, but he thought he'd be correct if he started with the assumption that they weren't human and worked his way up from there.

The question was, what _were _they? Mutants? Aliens of some kind? The results of some freakish genetic experiment?

Then one of them- the one holding him by the throat- raised up a hand with some kind of glowing energy ball in it, and Spider-Man decided he'd be best to place his cards in the 'mutant' category until further notice; it was the one that made most sense. In desperation, he lashed out with his free left fist (They must have been in too much of a rush to pin _everything_) and struck the ball-wielding 'mutant' in the chin, sending it staggering back and causing it to lose its grip on his throat. Landing on the ground, Spider-Man yanked his right arm towards himself- the other mutant still holding it in a death grip- and lashed out with a punch that met his foe's nose with a satisfying _crunch_-

"Athame!" a voice cried out from behind him. Spider-Man spun around, instinctively acknowledging that his current foe would be out of it for a short while at least, and saw, to his surprise, a knife in the other 'mutant's' hand disappear in a swirl of blue lights…

And reappear in Paige's hand, from where she was standing right behind the man in question; evidently she'd recovered from the earlier attack.

"Paige?" Spider-Man said before he could stop himself.

* * *

Paige looked up at the red-and-blue figure in front of her in surprise at that last comment.

He _knew _her? But how…

Then the warlock whose knife she'd just stolen spun around to face her, and Paige didn't have any more time to ponder that little mystery; she just lashed out with a quick punch with her right hand, following it up by stabbing him in the chest with the athame.

* * *

"NO!" Peter cried out, as the knife plunged into the man's chest. The wall-crawler raised his arm, ready to fire off a burst of webbing to stop Paige's arm, knowing, even as he attempted it, that it was a doomed attempt, that the man was already dead…

And then, as the knife struck his chest, the web-slinger could only watch in amazement as the man…

_Burst into flames_?

There could be no mistake about it; flames were indeed spreading across the man's entire body. His arms, legs, face…

All burning up.

Just as Peter was turning to look at Paige, ready to ask her what, _exactly_, had just happened in front of him, there was a sudden blare in his spider-sense…

And the 'mutant' he'd been fighting earlier kicked him in the small of his back, forcing him forward sharply even as it grabbed him by the forehead, apparently aiming to break his neck…

At least, that was what _might _have happened if the 'mutant' (Or whatever he was; Peter was pretty sure that no natural mutation would cause the subject to _combust_ after being killed) hadn't somehow managed to grab Peter's mask so hard that he pulled _it _off rather than snapping his neck.

Peter didn't even stop to worry about the fact that he was unmasked in his Spider-Man costume; he just spun around and lashed out at his opponent, hitting him in the face again with such force that the man's head was knocked back, accompanied by a sharp crack…

And then there was another glow of blue light, and there was a knife in his chest, like the one that had put an end to the life of his colleague. As the fire spread across his body, Peter pulled his mask out of the 'man's' hand with a webline, and then turned around…

To meet Paige's wide, startled eyes.

"Peter?" she whispered in surprise.


	7. The Witch and the Spider

Disclaimer: I don't own Spider-Man- the character was created by Marvel Comics and this version appeared in the movie directed by Sam Raimi-, nor do I own the Charmed Ones, who were created by the very talented Constance M. Burge

Feedback: This is a risky story I'm attempting; I'd like to know it's appreciated

**Anarra: **Glad it's going well; hope I continue not to disappoint

**SpartanCommander:** Valid points, but I have my reasons for both; regarding the identity thing, it makes some later moments a bit more… interesting, in my opinion, and as far as the warlock thing went, Spidey _can _life 10 tons, but the warlocks took him by surprise, and their magical abilities increase their strength so that they can at _least _hold Spider-Man down

**amythestpony: **Glad to hear it; I'm _still _worried about whether or not having Spidey meet the Halliwells was a good call

**charmed-greek:** Glad to hear it's going down well; sorry if I kept you waiting too long.

**Sean Malloy-1:** That'll just be in this chapter, actually, Sean

**Sara Wolfe: **Thanks for that; the change you pointed out has already been made to the proceeding chapter

**Wolflver: **Maybe you feel that way because they still don't specifically know _what _they're dealing with yet…

Webs and Witches

The two of them stared at each other for a few moments, uncertain how to proceed, and then Peter, sighing in an exaggerated manner, pulled on his mask and held out his hand to Paige.

"I think we both need to talk, and I _know _we can't do it here," he said, indicating the damage around them. "That teleportation thingie you used on the knives; can you do it for yourself?"

Paige nodded, took Peter's hand…

* * *

And, after a brief swirl of white light, Peter suddenly found himself standing on the roof of the building where the restaurant was located, staring down at the street from behind the cover of a large chimney.

"Whoa…" he said, looking back at Paige in surprise. "What kind of power _is _that?"

"In a word? Magic," Paige said, shrugging, before looking back at Peter. "How about you?"

"Bug bite, to put it simply," Peter said, before he looked around and sighed. "This isn't the best place to talk about this kind of stuff; mind if I give you a quick lift to somewhere more private?"

"OK…" Paige said, sounding a little uncertain.

Guessing the reasons for her hesitance, Peter held up his hands reassuringly.

"Look; I promise you, if I seem to be about to take you anywhere that looks even _slightly _shady, you can just… beam away from me, and we'll say no more of that, OK?" he said, smiling at her- or at least trying to; with his mask still on his head, he probably just looked the same as ever.

Evidently, Paige wasn't too bothered; she just stretched out her hand. Taking it, Peter pulled her towards him, wrapping one arm around her as he stretched out his other hand.

"Hold on; this might be a bit fast-paced," he said, as he briefly tapped his palm and a long line of web fluid stretched out of the wrist to attack with a _splat! _onto the building opposite…

Then Paige was flying through the air, her arms around Peter as he launched web-line after web-line, trying to avoid looking down so she didn't realise just how high off the ground she was without support…

Before she could even fully process what had just happened, all of a sudden, they were standing on a ledge on the side of the Empire State Building, out of view from anyone in the building at the time but still capable of walking about a little.

* * *

Pulling off his mask, Peter looked over at Paige inquiringly.

"Since you can pick some details of my career by reading the _Bugle_- even if it _is _all mostly inaccurate- maybe you should start us off?" he asked, raising an inquiring eyebrow.

Paige nodded. "OK," she said, looking around briefly at the New York skyline, as though trying to decide exactly _what _to say, before turning back to Peter. "My sisters and I are descendants of a powerful witch called Melinda Warren, who foretold that, centuries after her death, three sisters would be born, each possessing one of her three powers; telekinesis, visions of the future, and freezing time. These sisters, when working together, would be the most powerful force of good magic in the world, and would be collectively known as 'the Charmed Ones'."

"I see…" Peter said, nodding thoughtfully as he looked at Paige. Then a thought occurred to him, and he frowned. "Wait… three sisters? Didn't you guys have a fourth… um… Prue, wasn't it?"

Paige nodded, at the same appreciating his obvious reluctance to bring up the topic.

"Yeah, we did, but I'd had my powers bound- meaning I couldn't use them- when I was born, and they were only activated once Piper and Phoebe actually found me after Prue's death," she explained. "I essentially took Prue's place in the 'Power of Three', but my powers work a bit differently from hers due to my tricks from my father's side."

"Your father's… oh, yeah, you're a half-sister, aren't you?" Peter said, before looking at her curiously. "If you don't mind me asked, what were his powers?"

"He was our mom's Whitelighter- kind of like a guardian angel, if you want it in contemporary terms," Paige explained, as she looked back at Peter. "He could orb- what I did to get us onto the roof- and heal people by laying his hands on them, that sort of thing. I got the telekinesis power, so it combines with my Whitelighter half to let me call objects to me if I say their names."

* * *

"I see…" Peter said, nodding thoughtfully; he thought he could understand her, even if part of his mind was still protesting that magic _couldn't_ exist…

"So, what powers do your sisters have?" he said, turning back to the conversation. "And do _their _partners know about this?"

"What, Cole and Leo? Oh, yeah, they know all about it," Paige assured him. "Actually, Leo's _our _Whitelighter- he's the one that's married to one of my sisters."

"Really?" Peter said, looking over at her with a smile. "Well well; like mother like daughter, huh?"

"Yep," Paige said, smiling. "The sister he's married to is the eldest of the three of us- Piper- and can both freeze things and blow them up. Phoebe- the other one- has visions, can fly, and is engaged to a former demon."

She shrugged. "Still not sure about him, personally, but I'm getting there."

* * *

"Wow…" Peter said, as he looked at Paige, now even more impressed at her than he had been before. After all, her powers made her life even harder than his; he may need to wear a mask to do it, but at least he could actually _use _them in public…

"So, that's me; what about your powers?" Paige asked, looking at Peter inquiringly. "I mean, this doesn't exactly seem like something you'd be born with."

"It's not; I got these powers in a rather… um… _odd _accident, I guess is the best way to describe it," Peter said, shrugging in a dismissive manner. "I was on a trip to a science exhibition, and one of the genetically created 'super-spiders'- created in the lab using DNA from at least three other spiders- got out of its cage, and bit me on the hand while I was taking photographs."

"And… that caused you to get your powers?" Paige said, raising an eyebrow. "Seems a bit odd."

"Yeah, I know, I've never really understood it myself," Peter said, smiling slightly as he looked up at Paige. "My best guess is that, somehow, the spider had an… _excess_ of super-spider-DNA, and I was just a useful place to 'dump' it." He shrugged. "After all, if it was good enough to escape, it _must _have been pretty good, right?"

"Makes as much sense as anything I've seen," Paige said, shrugging. "So… you got your powers and went into the superhero business?"

"No; actually, I started off trying to win an amateur wrestling match, so I could get some money," Peter said, deciding to avoid mentioning _why _he'd wanted the money; he doubted Paige wanted or needed to know about Mary Jane, and he didn't want to go into too much detail about her yet either. "I won the match, but the announcer wouldn't give me the money, and then I…"

He sighed. "I didn't think it was my problem when he got robbed… and, later on, the thief shot my Uncle Ben to get his car."

Paige sighed, and, walking up beside Peter, put an arm around his shoulders and hugged him a little.

"Sorry," she said, already feeling the inadequacy of the apology, but feeling it should be said.

"Thanks," Peter said, squeezing her hand and looking at her before turning back to look at the city. "Anyway, I remembered something he told me once, about how 'with great power comes great responsibility', and decided to use my powers to fight crime as Spider-Man. I made myself a costume, moved to New York, and, well…"

He smiled slightly. "Here we are."

* * *

They sat there for a few moments, and then Peter looked over curiously at Paige.

"So, what are you doing in New York if you live in San Francisco?" he asked. "I mean, if you battle demons back home, I kind of doubt you've got time to take simple holidays."

"Oh, yeah; you know those disappearances that have been going on lately?" Paige asked. Peter nodded, and Paige continued. "Well, Phoebe had a vision of a warlock- you know, one of those things that attacked us- capturing the latest girl, so we decided to come down here and check things out."

"Ah, I see…" Peter said, nodding thoughtfully.

Then he fully processed what Paige had just said to him.

"Wait a minute; there's _more _of those things?" he said, looking over at her in shock. "How _much _more?"

"That's one of the many things we still don't know," Paige admitted.

Peter stood up and pulled his mask on before looking down at Paige.

"We're sitting around here, why?" he asked, cocking his head at her.

* * *

"Um… what?" Paige asked, staring at Peter- although she was already thinking of him as Spider-Man now that he was wearing his mask- curiously as she stood up. "What are you talking about?"

"What do you think?" Spider-Man asked, as he turned to fully face her. "This may be your field, but it's still my city. If there's a problem, then I'll be there to help you sort it out, OK?"

Paige was about to protest, but then stopped herself. Sighing, she looked back at Peter, and held out her hand.

"Come on, then," she said to him. "Might as well introduce you to the others if you'll be helping us out."

Nodding, Spider-Man took her hand, and the two of them disappeared in a swirl of bright white lights.


	8. Legends Meet

Disclaimer: I don't own Spider-Man- the character was created by Marvel Comics and this version appeared in the movie directed by Sam Raimi-, nor do I own the Charmed Ones, who were created by the very talented Constance M. Burge

Feedback: This is a risky story I'm attempting; I'd like to know it's appreciated

**Sean Malloy-1:** Actually, that's just going to happen in this very chapter

**Paige Halliwell: **Glad it's going down well

**Anarra: **Thanks for that; I'm relieved it managed to avoid being long, I sometimes tell people more than they want or need to know in real life, so at least I don't do it in my stories as well

**Wolflver:** Such is indeed the case… and, of course, there's the fact that the others may think at first that Peter's the bad guy

**Tara Summers:** Thanks; I hope you find the rest of it enjoyable as well

**SpartanCommander:** It's a good idea, but since this is set in the movieverse for ease of explaining Spidey's backstory, the Sinister Six don't actually _exist_, so, unfortunately, that wouldn't be possible

Webs and Witches

"What?" the leader of the group said, looking at the cult member in front of him incredulously. "They _failed_? Against _one _sister? How?"

The cult member shook his head. "Unknown, my lord," he said. "From what I could see, it would appear that, somehow, the one know as Spider-Man intervened in the battle; with his aid, the witch was able to gain the advantage in the battle."

The leader rolled his eyes under his robes and stared up at the ceiling.

"Damnit…" he muttered to himself. "We just _had _to get that multi-coloured idiot involved in our business, didn't we?"

He looked at the cult member again. "Is there anything else you can tell us?"

"No, my lord; they orbed to the roof before I could attack, and when the spider swung away, I quickly lost track of them," the member explained. "As you know, shimmering is not my strong point; invisibility, yes, but not shimmering."

The leader groaned as he slumped back into his chair.

"Great…" he muttered, as he looked around the room at the others in the room, who were looking at him curiously. "Well, now that our rather dismal _original _idea to take out one sister at a time has failed, has anyone _else _any ideas?"

Then he sat up sharply, clicking his fingers in inspiration as he looked around the table.

"I have one," he said, smiling smugly.

* * *

"So, any further along with figuring out who's behind the attacks?" Phoebe asked, looking over at where Piper was browsing through the Book of Shadows, which they'd had Leo pick up in order to get a more in-depth idea of what they were tackling, but so far it wasn't proving very helpful.

Leo had gone up to check with the Elders for any ideas, and Cole had gone out for a walk while trying to think of any old contacts who might still be willing to give him advice, but, so far, neither alternative avenue of exploration appeared to have turned up anything.

"Nothing," Piper groaned, slamming the Book shut. "I've gone over every possible cult that could incorporate kidnap into its normal means of operating, but we don't have _any_ clues that could let us tie it down to a specific group!" She looked up at her sister, frustration evident in her eyes. "You know, just _once_, I wish someone up _there_," she said, jamming an annoyed thumb up at the roof before continuing, "would just tell us straight away what's going on and _then _leave us to worry about how to stop it…"

Suddenly, there was a swirl of lights in the middle of the room, and Paige appeared, accompanied by a red-and-blue clad figure with a webbing pattern over the red parts of the costume…

"SPIDER-MAN!" Piper cried, raising her hands instinctively. Phoebe couldn't be sure whether her sister was intending to freeze the web-slinger or just blow him up right now, but given that they suddenly had a red-and-blue man crouching on the ceiling and Piper's hands were totally covered in webbing, while Paige was just looking at her sister incredulously.

* * *

"What the _hell _was that all about?" Paige asked, staring at the currently-immobilised Piper, webbing all over her wrists and stretching up to her elbows, and trying to remember to look angry and not smile at the admittedly rather funny sight. "I orb a guy in here- something I can _easily _do by myself even if someone's already touching me, I might add- and you _instantly _try to freeze him? What was _that _about?"

"Well, he _is _the prime suspect in those disappearances we're here to check on, in case you didn't notice!" Piper yelled back. "What was I expected to do; offer him a cup of coffee?"

* * *

"Um… maybe _ask _me about them, first?" Spider-Man said from where he was crouched on the ceiling, raising a finger as he looked down at them. He had to admit, he could see that Paige had good genes as far as appearances went; he just wished his first meeting with her sisters _hadn't _been while he was in his… business clothes, for lack of a better term. "I mean, why does it _never _occur to people that all my main critics own major daily newspapers and I have _no _means of speaking up for myself?"

The first sister, who Spider-Man assumed was Piper based on what Paige had told him, seemed about to say something, but then the other sister (Phoebe, if he remembered correctly), placed a calming hand on her shoulder.

"Just… hear him out, OK, Piper?" she said, looking up at Spider-Man as she spoke. "I mean, if Paige trusted him enough to bring him here, she must have had a good reason, right?"

Piper nodded thoughtfully for a moment, and then looked up at Spider-Man again.

"OK, I won't blow you up," she said to him. "I just want to know how you met Paige first."

"Oh, _that's _easy enough," Spider-Man said, as he dropped back onto the ground and, pulling off his mask, became Peter Parker once again. "I was her date for the evening."

* * *

Phoebe blinked at the sight. One minute she'd been addressing a guy who swung around the city helping people while wearing brightly-coloured tights, and the next he'd pulled off his mask and was the guy her sister had spent the evening with?

She smiled over at Paige.

"Interesting choice in guys, Paige," she said, raising an inquiring eyebrow as she grinned. "What happened to the girl who couldn't find a good guy?"

"She found one," Paige said, smiling slightly as she clasped Peter's hand and kissed him on the cheek. Peter smiled briefly back at her in return, before turning back to look at the sisters.

"You know anything more about these disappearances?" he asked, instantly adopting a more professional appearance as he looked at the two witches inquiringly.

Phoebe looked over at Paige in surprise. "You told him about that?" she asked.

Paige shrugged. "Hey, it's his city; why shouldn't he know more about what's been causing the problems in it recently?"

"Exactly," Peter said, as he looked back at Piper. "Magic may not be the kind of thing I've dealt with before, but a threat to New York is a threat to my home. If you can help me stop it…"

He glared at Piper. "Either we work together on this, or we work separately and screw things up."

He held out his hand to Piper. After a few seconds, she took it in her own and shook. it.

* * *

Piper smiled at the young man in front of her.

"Welcome to the magic world, bug-boy," she said, trying to sound more relaxed than she actually felt; she wanted to make it clear that she just wanted to forget about her earlier… mistake, for lack of a better term… with trying to blow him up.

Peter smiled back at her. "Actually, spiders are arachnids; there's a difference," he said, trying to sound casual.

"Hey!" Paige said, shoving Peter lightly in the arm. "Ease up, willya; we can't _all _be science geeks like you were in school!"

Peter just smiled briefly at her and then glanced over at Piper.

"Um, is there anything here I could change into?" he said, indicating his costume. "Just, if we're going to be discussing demons and saving the city, I'd rather be in something bit more… casual, I guess."

"Oh, sure thing," Piper said, heading over to a nearby bag and tossing him over a pair of blue jeans and a red-and-white plaid shirt of Leo's. "They're a bit big, but they should do for the moment anyway."

"Thanks," Peter said, as he shrugged the clothes on; he did resemble a child playing dress-up in his older brother's clothes, but the size difference wasn't as noticeable as it might have been. "So, what have you got so far apart from the warlock factor?"

"Admittedly? Not much," Piper said, as she sat back in a nearby chair and indicated a nearby couch for Peter and Paige to sit down on. "We're working on the possibility that the warlocks are some kind of cult who want the girls for a sacrifice, but since we don't know if there was anything they had in common, that doesn't help us much; there's no way of knowing whether this demon prefers virgins or people with a certain star sign or what."

"Mmm, I see," Peter said, nodding in acknowledgement of Piper's point. Then a thought occurred to him, and he looked up. "Wait a minute… could you possibly detect these guys if we had something of theirs?"

"Yeah, probably; we do it all the time back home," Phoebe put in. "But… _do _we have anything of theirs?"

"Well, there's this?" Peter said, as he reached behind his back and pulled out a knife-hilt, which he showed to the three sisters. "I grabbed it before Paige orbed me out of there, but I figured it wasn't worth mentioning it earlier."

Piper took the hilt, looked at it briefly, and then smiled back at the young hero.

"Perfect," she said, before glancing over at Paige. "Could you get the crystals and a map of the city? We've got some scrying to do."


	9. New Plans, a New Player

Disclaimer: I don't own Spider-Man- the character was created by Marvel Comics and this version appeared in the movie directed by Sam Raimi-, nor do I own the Charmed Ones, who were created by the very talented Constance M. Burge

Feedback: This is a risky story I'm attempting; I'd like to know it's appreciated

Webs and Witches

"So, let me get this straight," the man said, as he looked at the warlock leader with an inquisitive gleam in his eyes. "In exchange for giving _me _an upgrade like nothing I've ever dreamed I could possess, al I have to do for you is kill Spider-Man and a few people who are helping him investigate these disappearances recently?"

"Indeed," the leader said, nodding at the man as he toyed with a phial or two he held in his hand. A larger wooden box containing even more of the phials lay on a table beside him, the contents of each glowing slightly with a faint gold light.

"The powers would be limited, of course, but, so long as you have a sample of these-" he indicated the box of phials "-available to you, you should be able to 'recharge' them for quite some time."

His face hardened as he looked back at the man. "Just remember, Mr Beck; if you mess this up, the consequences will _not _be pretty."

Quentin Beck, retired move stuntman and new assassin-for-hire in the criminal underworld, took the box of phials from the table, and smiled slightly at the warlock leader.

"I assure you, my friend, you have hired the best," he said casually.

* * *

"Still no luck, huh?" Peter asked, as Piper stared down at the map before her in frustration. Paige and Phoebe had volunteered to head down to the bar and pick up a few drinks, leaving Peter to wait around while Piper tried to scry for the warlocks once again. Peter would have gone down for the drinks himself, but they weren't sure it was worth the risk; his rather haphazard clothing, particularly when taking into account that he wasn't wearing any shoes, might attract more attention than they would actually want it to.

"Nope; still getting signs all over the city, but nothing that we could say for certain gives us what we want," Piper said, sighing as she put down the crystal she'd been using and looked back over at Peter. "Either these guys are very spread-out, or they're pretty good at casting diverting spells, and I can't figure out a way to determine which one's which for the moment."

Peter sighed as he leant back in the sofa and looked at Piper.

"Yeah, this part of the job's always the most annoying, isn't it?" he said, as he stretched slightly and stared up at the room ceiling. "I may not enjoy the bits that involve me slugging it out with superhumans who may be able to kill me with one well-aimed blow, but at least I'm not _bored_."

Piper smiled. "Yeah, this kind of thing doesn't leave much time to be bored, does it?" she said.

Then she sighed and stared down at the ground. "Although I still wish I didn't have to deal with it…"

Peter nodded sympathetically. "Trouble keeping up a normal life, huh?" he asked.

"'Trouble' is hardly the word," Piper commented, as she looked back the young hero with a sympathetic smile. "Since I got my powers, every relationship I've had- apart from Leo, for obvious reasons-, the guy either turned out to be a demon who just wanted to kill me and my sisters, or I could never be there when the normal, ordinary guys wanted to see me."

She groaned as she looked over at Peter. "And if it wasn't the lack of _me _that made them break up with me, it was the demons going after them to try and use them against me and my sisters. In the end, I just had to break up with them to ensure that they'd be safe. Besides, I just couldn't shake the feeling that…"

She threw up her hands in a gesture that could have covered anything, and then slumped back into her chair in despair. "Well, they deserved someone who _could _give them that attention; know what I mean?"

"Yeah, I do," Peter said, sighing as he sat back in his sofa. "I was in that situation myself about a year ago."

"Really?" Piper asked, looking up at him inquiringly. "What happened?"

Peter opened his mouth, then stopped as though a thought had just occurred to him.

"Uh… look, what I'm about to tell you…" he said, looking at Piper sheepishly.

"You'd rather it _didn't _get back to Paige, huh?" Piper replied, smiling casually. "Don't worry; unless I feel I have to mention it, I won't."

"Thanks," Peter smiled, as he sat forward and placed his chin in his hand. "It was shortly after I got my powers; I'd been attacked by a villain who called himself 'the Green Goblin', and, well… he abducted someone I cared for."

"Girlfriend?" Piper asked.

Peter shook his head. "I wanted her to be, but she wasn't; her name was Mary Jane Watson, she'd been my next door neighbour since I was about six, and I'd had a crush on her for… well, since almost before I liked girls."

"And you never did anything about it?" Piper asked.

"Well, I was a bit of a coward before I got my powers; the stereotypical science nerd, really," Peter explained, chuckling slightly at the memory. "God, those glasses I used to wear…"

Then he shook his head and got back to the matter at hand. "Anyway, once I gained my powers, I thought about asking her out, but by the time I felt like the time was right, she was dating my best friend Harry Osborn."

He smiled slightly at the memory. "Then I saved her life twice as Spider-Man; once in the Goblin's first attack during the World's Fair, and again when she was attacked by some muggers. She started to develop… well, _feelings _for Spider-Man, and then…"

He groaned. "The Goblin figured out who I am; I still don't know exactly how. Anyway, he abducted Mary Jane and took her to the George Washington Bridge, where he threatened me with a choice; save Mary Jane, or save a cable car full of innocent children."

"Ouch," Piper muttered, as she thought about how that must have been. For the first time in her life, she was grateful for her adversaries; demons may be dangerous, but at least they only went after you or your loved ones. Innocents, by and large, were left out of the mix…

"So, how'd that go?" she asked.

Peter shrugged. "Not too bad, thankfully; I saved both groups and then… well, I defeated the Goblin." (Piper guessed there was more to it than that, but didn't press it; if he didn't want to mention it, she had no right to force him to go into more detail) "Then she met up with me, and told me that, when she'd been facing death, I- not Spider-Man, _Peter Parker_- was the only face in her mind…"

"And you couldn't bring yourself to say yes because you couldn't take the chance that someone else would find out what she meant to you, huh?" Piper asked.

Peter nodded. "I said I'd be there for her, but told her that friendship was as far as I could go. I haven't really seen her much since; we meet up now and again, along with Harry- they're still friends even after they broke up- but that's about it."

"Tough break," Piper said, reaching over and patting him consolingly on the shoulder. "I'm sorry."

"Thanks," Peter said, smiling back at her.

They sat there silently for a few moments, and then Peter glanced back at the map that the two of them had been looking over earlier.

"Wait a minute…" he said, as he reached over and pulled the map towards him. He looked over at Piper inquiringly. "Are these things accurate? As in, do they give you the _exact _place where the magic is when you're 'scrying' for them?"

"Yeah…" Piper said, nodding. "Why do you ask?"

"Well, I've not got anything on tomorrow, so if you give me this map I could probably check out at least most of these locations in a single day," Peter explained, his eyes scanning the map as he spoke. "You know, track them down, figure out whether or not anyone's there that we should be particularly worried about, and then somehow… call you guys for help or something?"

Piper nodded thoughtfully. "Could work…" she said, looking over at Peter as she thought over his idea. "But you'd need one of us there to act as backup; if nothing else, warlocks aren't always easy to take out with non-magical means. I'll see if Phoebe'd be interested in tagging along."

"Phoebe?" Peter said, looking over at Piper inquiringly. "Why- oh, yeah, she's the one of you who can fly, right?"

"Yep," Piper said, nodding at Peter in approval. "She's also pretty good when it comes to hand-to-hand fighting; give her a mask or something to make sure nobody recognises her, and she could probably be mistaken for a basic superhuman any day of the week."

She shrugged nonchalantly. "She won't be able to go _too _high, but it'll be enough, and I'm sure that you can get her up to higher areas, right?"

Peter nodded thoughtfully. "Yeah, that could work…" he said thoughtfully, before he suddenly yawned.

"Tired, huh?" Piper asked, looking at him with a small smile. Peter looked like he was about to protest, but Pier just raised one hand. "Look, if you're tired, you'd better get going; you're no use to us if you're exhausted, and we don't have anywhere for you to sleep right now. I'll tell Paige and Phoebe where you went then they get back."

Peter nodded slowly as he thought over what she'd said.

"Yeah, good point…" he said, as he stood up and discarded the shirt and jeans they'd let him wear, until he was dressed once again in his Spider-Man costume. Then, just before he pulled his mask on, Piper caught a brief smile as he looked over at her.

"Probably easier this way," he said, noting her inquiring expression. "I was just wondering how we'd explain my presence before the ex-demon fiancé tried to kick my ass because he's read too many newspapers."

Piper shook her head slightly, smiling at the young hero.

"You don't need to worry too much; Cole isn't _that _bad," she assured him.

Peter shrugged. "Maybe, but I'd still rather have that sorted out before I have to meet anyone else," he said, looking over at Piper as he reached over and opened the window. "I mean, nearly getting blown up _does _tend to make a man nervous, you know."

"Hey!" Piper began, as she stood up to yell at him better, but too late; Peter had already jumped out of the window and was swinging away through the city.

Looking after him, Piper heard him yell for joy, and couldn't help but smile. She could definitely see why Paige liked this guy; even after nearly a year of fighting all kinds of villains, he still appeared to enjoy his powers, while simultaneously aware of the responsibility that they gave him…

Closing the window, Piper turned back to the map on the table and picked up the scrying crystal again. Maybe she'd get lucky this time and find a stronger concentration of warlock energy…

* * *

On the building opposite the hotel- distinctive against the New York skyline due to the large M on its roof- a tall, athletic figure stood watching Spider-Man swing away. Dressed in a green outfit with gold gauntlets and a purple cape, the figure's head was concealed by what seemed to be a fishbowl of some kind, except that nobody could see what was inside it.

Mysterio, better known to many as Quentin Beck, special-effects wizard, chuckled slightly as he looked after the red-and-blue figure of his latest 'target'.

"Soon, Spider-Man…" he said, as he raised one hand and clenched it into a fist. "Soon, you and your allies will fall…"

Then, chuckling, he swept his cloak out in an overly dramatic manner and vanished in a puff of smoke.


	10. Mysterio

Disclaimer: I don't own Spider-Man- the character was created by Marvel Comics and this version appeared in the movie directed by Sam Raimi-, nor do I own the Charmed Ones, who were created by the very talented Constance M. Burge

Feedback: This is a risky story I'm attempting; I'd like to know it's appreciated

AN: I don't exactly know how powerful Phoebe's levitation abilities are, so for the purpose of this story she can pretty much fly in the manner of Superman and other similar heroes

Webs and Witches

The next morning, as Spider-Man began his typical patrol of New York, many of the citizens of that fair city were surprised to see a faint figure following him. The figure was too high up to make out anything particularly distinctive about it, save that it was dressed in dark red and brown and appeared to be flying through the air under its own power. Those lucky few in the higher rooms in certain tall buildings could just make out the tell-tale curves of a woman, but other than that nobody could have realised who Spider-Man was now flying through the air with; a black stereotypical woollen face-mask was pulled over her head, concealing her hair and face apart from her eyes, mouth and nostrils.

Even then, it would be unlikely that any of them would work out that the 'woman' behind the mask was a witch from San Francisco, currently helping Spider-Man track down a mass of warlocks.

Unfortunately, so far it was meting with little success. Every flat visited so far was either uninhabited at the present moment, or the only magic practitioners in the building had been low-level wiccans working on honing their skills in private.

Currently, Spider-Man had just landed on the roof of a building and was waiting for his remarkable new 'colleague' to get back from her current reconnoitre of their latest location; even with his powers, Phoebe was more efficient at the stealth aspect of things.

If nothing else, her costume _was _a bit less vividly coloured than his…

He blinked, and then Phoebe was standing in front of him, looking critically at him as he squatted on the corner of the building.

"Any luck?" he asked, looking at her enquiringly.

Phoebe shook her head. "Nothing," she replied, sighing as her feet touched the roof beside Spider-Man. "If there was a warlock there, he's gone now; I really don't know _what _we can find out without anyone in the room."

Spider-Man nodded. "Yeah, I get your point; I'm not exactly the Sherlock Holmes of the costumed crime-fighter world," he said, as he stood up and glanced inquiringly at Phoebe. "So, what's the next one?"

Pulling out the map that Piper had given her when they'd started out, Phoebe glanced over it briefly and then passed it over to Spider-Man, tapping the location in question..

"Just some location in Brooklyn left, and then that's it," she said, sighing as she looked at her new friend. "You know, I _really _prefer it when the bad guys limit themselves to San Francisco; at least we know where the likely locations are in that city."

Spider-Man shrugged as he stood up. "Yeah, I get your point; I've certainly learned how to get around New York pretty fast after so much practice," he said, as he glanced briefly at the map before passing it back to Phoebe.

"Yeah, that location's easy enough to get to; shouldn't be more than a few minute's swinging from here," he said, as he leapt off the building and fired a web-line, Phoebe taking off close behind him.

As Phoebe watched him fly through the air, whooping for joy as he fired off web-line after web-line, she couldn't help but grin. His enthusiasm was certainly catching; she could easily see why Paige liked this guy so much. After all, half the city seemed to be prepared to blame for everything from petty theft to mad cow disease, and yet he could still find the time to laugh at such a trivial detail as his regular means of transport?

Especially after that whole Green Goblin incident in the papers last year…

She couldn't even _imagine _how he managed to cope with the strain. Their time as witches may be hard, but at least they could go out in public and feel free to do their 'jobs' without having to pull on a fancy costume.

Peter… his powers attracted the kind of danger they'd _never _have to face as witches; random assassins, crazed supervillains, media campaigns smearing him…

_Say what you like about demons_, Phoebe thought to herself, as he turned sharply around a corner, _at least you can kill them freely without having to worry about the moral implications_.

After all, demons weren't human; they were soulless monsters that existed for the sole purpose of killing people. Peter's kind of adversary… the thieves were often desperate, and even the worst of his foes was probably only barking mad rather than _demonic_.

How did he _cope _with the knowledge that some of his foes might come back for revenge after he'd defeated them…?

Suddenly, Spider-Man leapt from a web-line onto a building, and Phoebe instantly swung around in his direction; he must have reached the building.

Joining him on the roof, Phoebe pulled out the map again and handed it to the wall-crawler.

"Is this the right place?" she asked, looking at him as she indicated the last unchecked magic source.

Spider-Man nodded. "Yeah, this is the place," he said, before glancing over at Phoebe. "Well, your cue now."

"Right," Phoebe said, as she jumped off the roof and flew down towards the apartment window that, according to her sister, was the source of the magical energies in this building.

When she reached the window, she was relieved to see that it was open; she'd been getting sick of doing unlocking spells every time she needed to check something out. Glancing briefly around the apartment to make sure there was nobody inside, Phoebe raised the window and flew inside, taking care not to relax her powers; it wouldn't help them tackle these guys if she left footprints or something like that. Levitation may be tiring, but at least it didn't leave traces.

Glancing around the room in better detail now- the glare on the window from the sunlight had made it hard to see properly- Phoebe was surprised to note that it didn't resemble the typical occult practitioner's apartment. If anything, with the numerous movie posters, models, and film novelisations scattered around the room, it almost resembled the home of a movie buff…

_Guess it takes all sorts to make a maniac_, Phoebe thought to herself, as she scanned her surroundings. The guy who owned this place seemed to be out- after all her fighting lesson's she'd had good practice at knowing when someone was in her presence- but she'd prefer to get her little survey over with as soon as possible and get out before he got back. If he was innocent, she'd rather he _didn't _have the chance to report a flying woman in his room- Spider-Man's reputation was bad enough without his new associate being accused of breaking and entering- and if he was guilty, she'd rather not have to tackle a warlock without-

Then something hit her in the side with such force that she crashed into the wall, breaking her train of thought as she glanced back at her attacker…

And her eyes widened in confusion.

It was a tall figure, apparently in good physical condition, dressed in an elaborate skintight green outfit with gold gauntlets around its wrists, stretching back to shortly before his elbows. A long purple cloak stretched from his shoulders to around his ankles, billowing in an overly dramatic manner despite the fact that there wasn't a single bit of wind in the apartment. The most distinctive part of his costume was the large fishbowl-like helmet that covered his head, and seemed to be made of some kind of one-way glass.

"What the…" Phoebe said, staring at him in confusion as she staggered to her feet. "Who are you?"

"An excellent question, my dear," the man/whatever chuckled as he apparently looked in her direction; the helmet made it hard to know for sure. "My name is Mysterio, and I shall be your murderer this fine morning."

He raised one hand, and an energy ball appeared in it. Phoebe instantly tensed herself to dive away, but before she could do anything, the window suddenly crashed open and a red-and-blue form lunged at Mysterio, striking him with such force that Phoebe's new adversary was sent flying back into the wall as his energy ball flew from his hand into a poster advertising _Independence Day_.

"Pe- Spider-Man!" Phoebe cried, smiling at her rescuer in delight as she sat back up. "How did you know?"

The web-slinger just shrugged casually as he glanced over at the witch. "My spider-sense was tingling, and I figured I should check it out," he said, as he glanced over at their fishbowl-headed foe, who was now standing up and glaring angrily at Spider-Man.

"Insolent fools!" he yelled, pointing angrily at Spider-Man and Phoebe. "You are no match for the power of Mysterio!"

"Mysterio?" Spider-Man said, cocking his head to one side in a thoughtful manner I think I had a bowl of Mysterios for breakfast…"

"Yeah, it's not exactly the most intimidating name I've ever heard," Phoebe added, catching on to her friend's motive as she glanced back at Mysterio. "Oh, by the way; how'd the fishbowl get stuck on your head?"

"SHUT UP!" Mysterio roared, as he raised his hands and fired two bursts of electricity at his two foes. Spider-Man quickly grabbed Phoebe and dived to the ground with her in his arms, launching a burst of webbing at Mysterio as he did so. The webbing didn't do much more than send Mysterio staggering back a few feet, but it was enough time for Spider-Man to dive forward and hit him with a spinning kick that left a significant crack in the fishbowl he wore for a helmet. Spider-Man tried to lash out with another punch, but Mysterio, who was evidently either an expert martial artist if not actually possessing superhuman strength himself, grabbed his adversary's wrist and threw the hero off to one side. Spider-Man was only just able to save himself by hitting the ceiling with his feet, regaining his balance, and sending Mysterio staggering with a punch to his foe's lower back. As Mysterio staggered around, dazed from the blow, Phoebe struck him with a spinning kick of her own, sending Mysterio back the way he'd come, only to run in Spider-Man's fist.

The next couple of minutes of the fight primarily seemed to consist of Spider-Man and Phoebe passing Mysterio back and forth between them like his head was a tennis ball and their hands were the racquets. It only stopped when Mysterio somehow regained enough focus to catch Phoebe's leg as she tried another kick and hurl her into Spider-Man, who only just managed to catch her in his arms before the two of them hit the wall behind them.

"ENOUGH!" Mysterio roared at his two opponents as they leapt to their feet and stared at him. Spider-Man was relieved to note that Mysterio's voice sounded as though he was talking through a thick layer of cotton wool; evidently, he and Phoebe had done some serious damage to the bastard. "THIS ENDS NOW!"

"Oh, really?" Spider-Man asked, as he glared at this costumed nutcase. "What're you going to do, exactly; zap us with lightning? That hasn't been working out for you so far, you know!"

"You believe the great Mysterio is dependent on a mere handful of magical powers?" the man cried, glaring at them. "You have yet to see the full extent of my power!"

He pushed a button on one of his gauntlets, and suddenly Phoebe and Spider-Man found themselves sitting on the ceiling which had until recently been the floor while Mysterio just kept standing in the middle of the room at an angle that made no sense no matter _what _way you thought was up.

"Wh- OUCH!" Phoebe cried, as she hit the floor/ceiling/whatever, Spider-Man still clinging to a wall instinctively as he glared at Mysterio.

"Y'know, it's not considered good manners to make your place spin around like this," he said, sounding as though this was actually something he had experience with, regardless of the fact that he was rapidly beginning to feel out of his depth. He dealt with costumed maniacs who wanted to blow things up with _science_, not costumed nutcases who wanted to end the world through _sorcery_!

But, at the same time, Spider-Man knew he would have gotten involved even if he _hadn't _asked Paige out.

The only difference was that at least this way he knew what he was dealing with.

"You _honestly _think that _you _can stop me?" Mysterio asked, glaring at Spider-Man with a posture that looked as though he was itching to go into battle. "You have _seen_ the power I possess; surely you must realise that you cannot win?"

Spider-Man shrugged. "Eh, a lot of people may have thought that about the Green Goblin, but I'm still here and he… well, isn't," he said, as he leapt down to the ground to stand beside Phoebe as he looked up at Mysterio. "Now them, what you just stay still for a minute and we can ask you a few questions?" he added, raising his wrist and firing a web-line…

Only to have Mysterio wave his hand and dissolve the webbing in mid-air.

"Uh oh…" the wall-crawled muttered under his breath, as Mysterio raised another gauntlet and fired a mass of razor-sharp bats at them. Unwilling to risk using webbing when Mysterio could use that dissolving agent on it again, Spider-Man did the only viable alternative; he grabbed Phoebe and yanked her down to the floor, spinning over to cover her more vulnerable body with his physically more resilient one.

As the two of them looked briefly at each other, Phoebe smiled at him in a joking manner.

"Y'know, it's a good thing Cole and Paige aren't here, or this could get awkward," she said, as she glanced down at where her waist was pinned between Spider-Man's legs.

"Yeah, sure…" Spider-Man muttered, as he jerked his head towards Mysterio. "Any chance you could take him by surprise with your flying thing while I get in a few good shots?"

"Of course," Phoebe said, smiling as she glanced over at Mysterio. "Wait a minute… NOW!"

Almost before she'd even finished saying the 'N', Spider-Man had leapt up onto the nearby wall and Phoebe had flown directly at Mysterio, hitting him in the chest with her shoulder before he had even managed to process what was happening. As he staggered back, Phoebe flew back and upwards slightly before kicking out at Mysterio's fishbowl, followed by Spider-Man firing two bursts of webbing at Mysterio's arms that webbed him securely to the wall, looking at his two foes in shock- presumably, of course.

"So," Spider-Man said, glaring at Mysterio critically, "now that the preliminaries are out of the way, we just have one or two questions for you."

"And trust me; cliché or not, we have ways of making you talk," Phoebe put in, smiling under her miraculously-still-intact woollen mask. "So, what's it going to be?"

Mysterio just growled under his breath as he glared at his opponents.

"You believe this ends things?" he asked angrily. "NEVER!"

He stamped down hard on his right foot, and suddenly the entire room was filled with gas. Quickly, Spider-Man and Phoebe covered their mouths, Spider-Man dashing over to the nearby window and kicking it open to release the gas, but as soon as the gas had been blown out of the room through the window, Mysterio had gone, leaving only a few small strands of webbing to show where he had been pinned to the wall.

"What the…" Phoebe said, as she stared at the webbing in confusion. "How did he do that?"

Spider-Man sighed as he stared at the empty room. "He must have had some kind of gas grenade in his boot that was released when he stamped like that. It probably contained the same dissolving agent he used against my webbing, coupled with something to deaden my spider-sense so I couldn't detect him leaving."

Phoebe nodded in understanding, then looked over at Spider-Man in confusion as she fully processed what he was saying.

"Wait… gas grenade?" she asked, staring at Harry in surprise. "But he was using magic earlier in the fight, so he's _got _to be some kind of warlock; why would he need to use _technology_ to escape? Even the most basic warlock can shimmer without needing all these theatrics!"

Spider-Man sighed as he looked over at his new friend.

"I don't know _what _that guy is, Phoebe, but I can tell you this; he's got some magic powers, that's definite, but he's also packing some seriously interesting gadgets," Spider-Man explained. Then he shrugged and indicated the window. "Anyway, we'd better get going; we don't want anyone to find us."

Nodding Phoebe flew out of the shattered window, Spider-Man close behind her on a web-line as they began to head back towards their hotel.


	11. The Situation Thickens

Disclaimer: I don't own Spider-Man- the character was created by Marvel Comics and this version appeared in the movie directed by Sam Raimi-, nor do I own the Charmed Ones, who were created by the very talented Constance M. Burge

Feedback: This is a risky story I'm attempting; I'd like to know it's appreciated

Webs and Witches

"OK…" Leo said, staring at Piper and Paige incredulously after they'd finished explaining the situation to him and Cole; the two men had come back at such a late hour that the sisters had considered it better for them to get a rest than to explain the addition of Peter to their little group. Phoebe had left to help Peter scout around the city before Leo and Cole had even woken up, but, given how long the two men had slept (It had been around eleven before they woke up) that was understanding. "So, you're telling me that Paige ran into Spider-Man's civilian identity, was rescued by him, and now Phoebe's helping him check out locations where you detected warlock activity last night?"

Piper nodded. "Pretty much, yeah," she said, looking at Leo inquiringly. "You have a problem with that? If it's about the publicity he gets, it seems to be pretty much biased against him; he's actually a fairly decent guy. Besides, this is _his _city we're trying to help; wouldn't you want to do what you could to protect San Francisco, even if you weren't used the threat you'd be dealing with?"

"But can you be sure this guy's telling the truth about himself?" Leo said, as Cole just rolled his eyes slightly and glanced over in the direction of the door as though wondering whether he should just leave until this whole mess had been cleared up. He knew Leo meant well, but Cole was strongly reminded of Leo's suspicions about him when he'd first come back; a whole lot of hot air about nothing. "Do you have any evidence that he's not the one who's lying through his teeth, and the newspapers aren't the-"

"Uh, hello?" a voice said from the window, accompanied by a slight tapping. "Can we come in?"

"Seriously, today would be good; a _lot's _been going on lately," a second voice said.

Glancing over at the window, Leo was surprised to see Phoebe floating outside it, dressed in a brown outfit and what looked like a black woollen mask, with the red-and-blue form of Spider-Man perched on the wall beside her and waving politely at the four people in the room.

"Peter!" Paige smiled, as she got up and walked over to the window, raising it up to allow her sister and the wall-crawler to enter, Spider-Man removing his mask to reveal a pleasant-looking young man who smiled over idly at Leo and Cole.

"Oh, this is Leo and Cole; Cole's the one in the business suit and Leo's the one in the plaid shirt," Paige added, indicating the two men on the sofa who were looking at Peter in surprise.

"Ah, I see," Peter said, nodding politely at them as he tossed the mask off to one side and held out a hand for them. "Good to meet you guys at last; Paige told me a lot about you two."

"We've been getting a bit of an earful about you since we woke up," Cole said, smiling over at Peter as he took the offered hand. "All of it good, of course; got to say, I'm glad to have you on our team for this problem."

"Thanks," Peter said, smiling back at the ex-demon as he glanced over at Leo with a smile on his face, but the smile faded when he noticed the somewhat dark way that Leo was looking at him.

"Something up that I should know about?" the young man asked, noting the slightly suspicious expression on the Whitelighter's face.

"In a way," Leo replied, staring back at Peter with a sceptical expression on his face. "It's you; I'm really not sure about having you fight with us."

"Ah," Peter said, as he nodded slightly in understand. "Let me guess; the _Daily Bugle _articles?"

"Well, they had to be based on _something_," Leo said, staring back at Peter as the wall-crawled stood up to look Leo directly in the eyes. "Or are you telling me that the publisher just wrote all that stuff because he felt like it?"

"Seems like it at times," Peter retorted, staring harshly back at Leo. "Look, right now, you can believe _me_, or believe the papers; just take into account that _I _have never had any means of protesting against what that guy says about me, OK?"

Sighing, he turned to look back at the Charmed Ones and Cole. "Anyway, sorry to cut and run but I have to get back to my apartment; left a few films back there that I need to develop, otherwise I'll be booted out for not paying the rent."

"Hey, no worries," Paige said, smiling as she stood up and walked over to him. "Just focus on where you want to go and I'll orb us there; we'll be there and back before you know it."

Leo was about to say something, but the look Paige shot him as she began to orb out stopped any argument that he might have come up with.

As the two of them vanished, Leo sighed thoughtfully as he studied a point on the ceiling above him.

He had to admit, he was probably judging Peter a bit too harshly; after all, he'd been wrong about Cole's motives, and they knew for a _fact _that _Cole _had been evil, but, when they'd given him a chance, he'd proven that he was on their side. Why should Spider-Man be any different? If nothing else, he was originally a human; unlike Cole, he, at least, wasn't _meant _to be evil…

But still, there was still that nagging feeling in Leo's mind that he should be sceptical of _anyone _who was assumed to be evil by someone in authority. He knew that it was a bit of a narrow-minded view, but still… almost sixty years of having beings who were almost literally _archangels _as his superiors _did _tend to give one a fairly trusting attitude towards anyone in charge.

On the other hand, wasn't it possible for _everyone _to be wrong at some point or another, even 'angels'…?

Leo shook his head; he couldn't start trying to doubt _everyone _in a position of authority. That way lay madness…

And he couldn't deal with that right now; they had enough problems with these disappearances as it was without him starting to question his mental state.

* * *

In a distant room, the chief warlock smiled as he felt the seeds of doubt spread through the mind of the Whitelighter. It was really shocking how easy it was to penetrate the 'angel's' mental defences; the Elders evidently hadn't thought it was that much of a concern to protect their minds. 

He just wished it had been more effective. What he was doing at the moment- making the Whitelighter doubt their new ally- was good, but only a few faint ideas of doubt would never be enough to make the Whitelighter drive Spider-Man away from the Charmed Ones. It might have worked in most cases, but this Whitelighter had already demonstrated a willingness to go against the norm by marrying a witch; a few little promptings of distrust were hardly enough to get through the kind of will that was prepared to do something like that.

If only he had some alternative means of driving the wall-crawler away from the Charmed Ones, he might feel a bit more confident with the possibility of them achieving their goal. Witches were easy enough to predict- the 'rules' they had to follow about using their magic did limit them in some regards- but factor in a rogue element like Spider-Man and his hopes of success were significantly reduced…

He shrugged nonchalantly as he settled back into his throne, grateful that he was alone at the moment; he wasn't in the mood for answering anybody's questions about what he'd been trying to do at the moment.

He had little alternative but to buy his time until something better came up, he supposed. After all, not even the Charmed Ones could stay together _all _the time, correct? All he needed to do was wait until he had at least one of them on their own (With the Whitelighter nearby so he knew about it, of course) and then…

He smiled.

If all went according to plan, he and his fellow members of the Coven of Beelzebub would have the _perfect _sacrifices necessary to awake their lord and replenish his power.

* * *

As they materialised in the middle of an apartment, Paige was briefly surprised at the simplicity of the room. She knew that Peter was only in college, and the Spider-Man thing must have made money difficult, but still… 

Geez, she had _never _been gladder to have her sisters to help in her new role as a witch. It may have been hard at times, but at least they were always there to help her cover the bills…

"Hey; you've got a message," she said, indicating Peter's telephone as he grabbed a few roles of film from a table and walked through a smaller door that looked like a closet at first glance. "OK if I play it?"

"Go ahead; doubt it's anything major anyway," Peter called back through the door; Paige briefly wondered how he was able to focus on their conversation while developing photos as well, but just shrugged it off and tapped the button. After all, photography had never really interested her that much; she liked taking pictures, but actually developing them had never really appealed to her.

Shrugging, Paige sat down on the bed and tapped the blinking button that indicated there was a message.

"_Hey, Peter; it's Harry_," a voice said. "_Just thought I'd let you know, that party I told you about- you know, the one to celebrate the new science division- and managed to get a couple of extra tickets at the end of it all, even _after _inviting most of the people we knew back in high school_. _Know you probably won't have any use for the second ticket, but still, if you can make it, wouldn't mind seeing you again; seeing as how you won't have time to pick the ticket up before the party, I've just stuck you on the guest list with 'Possible Plus One'. The party kicks off at seven-thirty tonight; it's in my dad's penthouse block at the top of the Oscorp building. Don't be too late_!"

As the message stopped, Paige glanced in the direction of the closet and was surprised to see Peter standing there, staring at the phone with wide eyes; she hadn't even heard him open the door.

"Harry?" he said, staring at the phone before groaning and staring up at the ceiling. "Aw, crap…"

"Is that bad?" Paige asked, as she got up to look inquiringly at Peter.

"Depends on how you look at it," Peter replied, shrugging helplessly as he looked at Paige. "He's pretty much my oldest friend, and I haven't seen him in a while, but there's something I haven't been able to tell him and he… well, he keeps on bugging me about it when I _can't_."

"Something about the webs?" Paige asked, indicating the costume that Peter was still wearing.

"Yeah… pretty much," Peter said, nodding sadly as he looked at Paige. "You know about the Green Goblin, right?" Paige nodded, and Peter continued. "Well, after that whole fight on the bridge- he'd discovered who I was under the mask, by the way- we slugged it out in an abandoned building, and I learned that he was really Norman Osborn, Harry's father."

"What?" Paige said, looking at Peter in surprise. "How'd that happen?"

Peter shrugged. "I have a few theories, but nothing definite," he said apologetically. "Best guess; he was experimenting with these performance enhancers his company was rumoured to be setting up, tried them on himself, and the results weren't quite what he was expecting." Sighing, he looked down at the floor once again, his head bowed in shame. "We were facing each other and… and he used some kind of remote control to send his gilder flying towards my back. I got out the way, thanks to my spider-sense, but…"

"The damn glider hit him instead and you haven't been able to figure out a way to tell Harry what really happened, huh?" Paige asked, raising an eyebrow as she looked sympathetically at Peter. "Tough break."

Peter's eyes narrowed slightly as he looked over at Paige, a more-than slightly angry expression on his face.

"'Tough _break_'?"he said, staring incredulously at his... girlfriend, for lack of any other term. "I _killed _the guy, Paige! I _knew _there was something behind me, and I just _dodged _it, with Norman right in front of me! _How is that not murder_?"

"Well, for one thing, you didn't _want _to kill him," Paige pointed out as she sat beside Peter, staring critically at him. "For another, you couldn't have _known _about it; from what you've told me, your spider-sense is just an instinct thing letting you know what way to jump or duck of whatever. Are you telling me you could have _known _that you had a sharp object pointing at your back that would turn you into a human shish-kebab and that it would hit Norman instead if you got out of the way?"

"Well, no, but…" Peter began uncertainly.

"There you are; you didn't kill him," Paige said, as she looked at Paige. "If you 'killed' him, you'd have known he was in danger as well andmade up your mind not to dosomething about it. You just sensed a threat and acted accordingly; it's not your fault that the other guy couldn't do the same thing."

Peter just looked ahead thoughtfully for a few moments, and then smiled and nodded.

"Yeah… good point, I guess," he said, as he looked back at Paige. "Thanks."

Grinning, Paige leaned over and kissed him briefly on the lips.

"You're welcome," she said casually, before she leaned back and looked at Peter. "Anyway, enough with the moping about; you'd better get going if you want to make that party, you've only got a couple of hours."

"But… what about the warlock thing?" Peter said, looking incredulously at Paige. "I can't just cut out to spend time with my friends; what if you guys need me?"

Paige chuckled slightly as she looked back at Peter. "Hey; your friend said he had _two _tickets, right?" she grinned, indicating herself. "Solution seems pretty simple; I'll be your date for the evening. That way, if Piper and Phoebe need you, I can just orb you back in a jiffy, and all's well and good, right?"

Peter's eyes widened slightly in surprise. A part of him was almost ashamed to admit that he hadn't thought of that himself…

But, at the same time, he knew why he hadn't.

A part of him was worried that Mary Jane would be at the party- she and Harry had, fortunately, remained friends even after the break-up- and he didn't want to have to deal with having her and Paige in the same room; it might get more than a bit awkward...

But, on the other hand, he wouldn't mind the chance to show up to a party _with _somebody for once. Anyway, it was only a party; it wasn't like it was anything particularly major, right?

He made up his mind.

"Yeah, sounds good," he said, smiling gratefully at Paige.

"Great!" Paige said, smiling back at him. "Just grab a tux and I'll orb us back to the hotel room; might as well tell Phoebe and Piper about this before we bail out on them."


	12. The Party and the Attack

Disclaimer: I don't own Spider-Man- the character was created by Marvel Comics and this version appeared in the movie directed by Sam Raimi-, nor do I own the Charmed Ones, who were created by the very talented Constance M. Burge

Feedback: This is a risky story I'm attempting; I'd like to know it's appreciated

Webs and Witches

A couple of hours later, Peter and Paige stood in the elevator that would take them up to Harry Osborn's penthouse, Paige's arm around Peter's as both of them tried to conceal their nervousness. Peter was wearing a simple black tuxedo with a white dress shirt and black bow tie, while Paige had chosen to wear a form-fitting strapless dark red dress with a slight V in the middle that gave everyone a teasing glimpse of the valley between her breasts; Peter had briefly been rendered speechless after seeing her outfit, prompting a slight chuckle from Paige.

As the elevator finally arrived at the penthouse where Harry was hosting his party, Peter and Paige stepped through the doors as Peter turned to look at the 'doorman' standing beside the elevator with a guest-list on a clipboard in his hands.

"Names?" he asked, looking at Peter and Paige critically.

"Peter Parker and guest," Peter replied automatically; Paige gave his hand a reassuring squeeze, sensing how nervous he was about this thing.

"Oh yes, Mr Parker," the guard said, smiling as he waved the couple inside. "Come along in; you're on the list."

"Thanks," Peter said, smiling as he and Paige walked through the doors before them, and entered the large penthouse.

As the doors opened before them, both Peter and Paige stared in surprise at the sheer _number_ of people before them. The room was large and spacious, seeming to take up most of the floor they were on even though Peter _knew _that there were adjacent rooms to this place on this level, and it, along with the floor above it (Based on the crowed staircase leading up in that direction), was crammed full of people, whether scientists working for the new department or businessmen whose aid Harry wanted in financing the department wasn't immediately apparent…

"Wow…" Paige said, as she stared around the room. "Your friend knows how to throw a party."

"Tell me about it," Peter said, as he smiled slightly at the sight. "You wouldn't believe how hard he sometimes found it to talk to people at school…"

"Aw, c'mon Pete, no telling school stories, willya?" a voice said from behind him. "I though we agreed you'd save those for when you want to amuse my future kids?"

Looking around in the direction of the voice, Paige found herself looking at a young man, evidently only around Peter's age despite being a few inches taller, with fairly thick brown hair that had a slight curl to it. His face was handsome, if slightly thinner than Peter's, and his eyes had a slight harshness about them that reminded her slightly of Cole when he was in one of his more… _intense _moods (Intense, in this case, being moods when her future brother-in-law almost seemed to forget that he wasn't Belthazor anymore and look like he was ready to attack their current foes head-on regardless of how slim the odds were that he'd actually do any damage). Like Peter, he was wearing a suit, but it looked more natural on him than it did on Peter, although that may have had something to do with the fact that he just had a regular tie rather than a _bow _tie.

"Well, can't I just mention a _couple _of details to my date?" Peter asked, smiling back at this man (Who Paige guessed could only be Harry Osborn) with a jocular expression; if Paige hadn't known they were just friends, she would have sworn that Harry and Peter were brothers, given the ease and familiarity with which they acted around each other.

"A _date_?" Harry said, turning to look at Paige in surprise, as though a part of him had only just registered that she was holding Peter's arm. "You mean you actually brought a date? I thought you'd just come on your own again!"

Peter rolled his eyes good-naturedly. "Geez, thanks for the support, Harry," he said sarcastically. "Yes, Paige and I are dating; we ran into each other, had a cup of coffee, and… well, we hit it off."

"What can I say?" Paige said, smiling slightly at Harry as she squeezed Peter's hand. "He's cute, and it's been a while since I found a decent guy."

Harry just chuckled slightly and patted his friend on the shoulder.

"Nice job, Pete," he said, smiling warmly at his old schoolmate, before glancing at his watch and sighing. "Sorry, I've got to go; there are some aspects of the business side of things that can't be delegated, know what I mean?"

Peter shrugged casually. "Yeah, I know," he said, nodding reassuringly at his friend.

"Don't worry; it's just a brief check over some proposals, and then I'll be available to catch up," Harry said, giving Peter a reassuringly smile as he indicated the bar. "You two just wait there, OK?"

"Both of us?" Paige said, looking at Harry in surprise.

"What; can't I want to know more about the girl my friend's dating?" Harry asked, smiling in a charming manner as he looked at Paige, before glancing back at Peter. "I've got at least half an hour between this meeting and the next; that should be enough for a bit of a chat, right?"

"Sure," Peter said, nodding in agreement at Harry. "See you soon, I guess."

As Harry walked away, Paige glanced around the room and sighed in relief as she saw what she was looking for.

"Be back in a moment," she said casually. "Just got to go to the… well, the little girl's room, know what I mean?"

"Yeah, I do," Peter said, as he glanced over at the bar. "I'll just order the drinks and wait for you and Harry, I guess; what can I get you?"

"Just some mineral water, please," Paige said. "Had a bad period in my life when I was younger; don't want to risk a relapse into bad habits."

"Fair enough," Peter said, as he turned around and headed for the bar. Paige turned around to look for a seat, but after only a few steps she collided with another figure.

"Oh, sorry about that," she said, stepping back and taking a better look at the person she'd just run into. It was another woman, about the same age as Paige, with red hair that came down to just below her shoulders, dressed in a strapless black dress with a slight frill pattern around the top.

"It's cool," the girl said, smiling reassuringly at Paige and holding out a hand. "I'm Mary Jane Watson."

"Paige Matthews," Paige replied, shaking the hand with a smile. "So, how do you know… uh, Mr Osborn?" she asked, uncertain how to refer to Peter's old friend; after all, she didn't know him that well, but on the other hand, he _was _around her age…

"Oh, Harry?" Mary Jane asked, smiling casually at the witch; evidently the specifics of any titles Harry may or may not possess didn't matter to her. "We're old schoolfriends; we actually dated for a while a year or so ago. How about you?"

Paige shrugged. "Bit more basic, really; I'm the date of one of the guests to this thing," she said in an attempted offhand manner, although she wasn't able to stop a small smile coming to her face at the thought of her 'date'…

"Really?" Mary Jane said, looking at Paige curiously. "Who did you come with?"

"Another old schoolfriend of his; guy called Peter Parker," Paige said, sparing a moment to glance around the room for Peter before turning back to look at Mary Jane. "Do you- oh," she began, before noticing Mary Jane's suddenly depressed expression before suddenly perking up. "Uh… something wrong?"

"Mmm?" Mary Jane said, looking at Paige as though she had only just remembered the witch was there. "Oh… nothing; sorry about that."

She swallowed awkwardly and glanced around herself for a moment, her eyes finally settling on something over Paige's shoulder. "Oh, sorry, got to go; just say somebody I haven't seen for ages," the young woman said, in a tone too rapid to be natural, brushing past Paige with such haste that the young social worker would have started to think she'd suddenly become a notorious mass murderer who everyone wanted to avoid if it wasn't for the fact that nobody else was acting oddly around her.

_What was _that _all about_? she asked herself, as she turned around to stare after the other woman, already mingling in with the crowd around her. _Did I say something wrong_?

Then she shook it off and continued towards the toilet, making a mental note to ask Peter about that girl when she had the time...

* * *

"Aw nuts…" Phoebe groaned as she slumped back into the sofa, staring up at the ceiling as she tried to stop herself from simply screaming in rage and frustration at her inability to get anything done. Ever since Paige had left for her 'date' with Peter, she and Piper had been trying every possible scrying method they could think of- even resorting to using Cole's blood in case his ex-demon physiology might be somehow attuned to the warlocks they were tracking- and so far they hadn't been able to find a single location that she and Peter hadn't checked out already during their earlier 'flight' through the city skyscrapers.

"Still nothing, huh?" Cole asked as he walked back from the bathroom, where he'd just been putting a bandage around his hand to stop the bleeding; the cut on his palm might leave a scar, but the way the sisters had made the cut, it might just be mistaken for a lifeline by anyone looking at it.

"No; if I had _nothing_, I'd just be persevering," Phoebe said, leaning forward to glare at Cole. "What I'm _getting_ is so much old ground that we could probably use it to create a whole city block, and we _still_ haven't found something that we could use. If I'd just land on the same place _twice_ in a row…"

"You'd know there was active magic taking place?" Cole said, raising an eyebrow as he sighed sympathetically. "That's life, I suppose; we can't always get what we want."

"I know…" Phoebe said, sighing in frustration as she stared at the map in front of her. "I just wish it was a bit easier on us _sometimes_, you know?"

Groaning, she picked up the crystal and began to scan the map once again, only to sigh when it continued to spin aimlessly around the cityscape before them…

Only to suddenly stop and hit the part of the map that, much to her surprise, indicated their hotel.

"What the…?" Phoebe began, staring at the map in confusion. "But…"

"_Surprise_!" a voice called from outside the room door. As Phoebe and Cole looked up in shock, the door suddenly exploded inwards, narrowly missing Piper as she ran in from the bathroom to investigate the voice, to reveal, much to Phoebe's shock, four warlocks standing in the corridor, each one dressed in a long purple cloak with some kind of gold embroidery around the edge, accompanied by a figure in a green costume, gold gauntlets and a purple cape, who Phoebe instantly recognised as Mysterio.

If this guy was here for a friendly chat after the beating she and Peter had given him in their earlier encounter, Phoebe would be _very _disappointed…

* * *

It took Paige a few minutes to find Peter again after her brief encounter with Mary Jane; the party was remarkably crowded. After working her way around a few gatherings in the party (Apparently the scientists who had recently found employment in this new branch of OsCorp; she vaguely recognised a couple of people, but remained focused on her objective to track down Peter).

Eventually she found Peter and Harry sitting at the bar, sharing drinks and chatting idly about nothing in particular; evidently Peter had managed to convince Harry to stay _off _the topic of Spider-Man.

"Hey guys; mind if I join in?" she said, kissing Peter lightly on the cheek before she sat down beside him after an affirmative nod from Harry. "What, no drink for me?"

"Well, I figured you'd want it cold," Peter said, by way of explanation. "Trust me; in this kind of atmosphere, drinks can heat up _fast_."

"Ah, I see," Paige said, nodding in understanding as she turned to look at the barman. "Bottle of Perrier water, please," she said to the barman, who nodded briefly at her and then passed her the drink in question.

"Just Perrier water?" Harry said, looking at Paige inquiringly. "You know, if you're worried about saving money on the drink-"

"No, it's not that; I just had a bad alcohol-related experience back when I was younger," Paige explained, taking a brief sip of her water before she turned to look back at her date's old friend. "Got over the thing before anything too bad happened, but I still prefer to take things safely as far as the drinks go."

"Oh…" Harry said, a slightly awkward expression on his face as he looked back at Paige apologetically. "Sorry; I didn't know."

Paige shrugged dismissively.

"No biggie; it's not like it's the kind of thing I mention to everyone I meet," she said reassuringly as she sipped at her drink again before looking at Harry again. "So, if you don't mind me asking, how do you two guys know each other?"

Glancing over at each other, Harry and Peter shrugged, and Peter turned back to look at Paige. "There's not much of a story there, really; I just got assigned to help Harry out sometimes with his science homework when we were in school, and we've been friends ever since."

"Really?" Paige said, chuckling slightly as she looked at Harry. "I mean, no offence, but you had _trouble_ with science, and now you're running _this_ place?"

"I know; kinda ironic, isn't it?" Harry said, smiling amiably back at Paige as he took a brief sip of his drink before continuing. "But, well, my father left me the company, and I feel like I've got a responsibility to keep it in the family rather than sell it off."

Reaching over, he patted Peter on the shoulder with a smile. "Of course, it's Peter here who helps me stay afloat, really; he fills me in on whether or not the latest proposals actually have a chance of getting off the ground, or if the science guys are just trying to hit me with so much raw data that I miss the fact that it couldn't work in a thousand years."

"He's exaggerating, really," Peter said, chuckling sheepishly as he looked at Paige. "He's only asked me for advice on about three topics in the last few years; an artifical cybernetic nervous system to repair damaged nerves, gamma-nanobot research, and this robotic defence system for major ."

As though a thought had just occurred to him, he glanced over at Harry in concern. "You _did _take my advice about the gamma thing, right?"

"Don't worry, Pete; we did it," Harry said, smiling reassuringly at his friend before his face assumed a grim expression. "Trust me, after what you told me about Doctor Bruce Krensler's fate, I'd have to be _nuts_ to have continued that line of research…"

"Who?" Paige asked, looking at Peter in confusion.

"Well, look, you remember that 'Hulk' thing that attacked San Francisco a few months back?" Peter asked.

Paige nodded; she remembered it all too well, really. The Halliwells had nearly gone after the Hulk when the creature started to tear up their city's streets, but the publicity of the 'attack', coupled with the army's involvement in the situation, had made it inadvisable even _before _the Hulk turned back into his more human alter-ego.

Still, it didn't stop Paige from wishing that she knew what the creature had actually _been_...

"Wait a minute…" she said, her mind getting back on topic as she looked at Peter in shock. "Are you saying that thing was _created_? I thought it was just some fluke of nature!"

"Well, yes and no; science did create the Hulk, but it was only an accident that the experiment resulted in something like that," Peter explained, as Harry turned back to his drink. "Krensler was trying to develop a bunch of nanobots that could repair damaged human tissue, but the procedure was ineffective until he was exposed to them. Somehow, the nanobots make Krensler transform into the Hulk when he experiences stress, translating some kind of mental trauma into actual _damage _and so temporarily adapting Krensler's body into something that can cope, at the cost of a loss of his own mind and a reversion to the feral beast that some say every man has the potential to become…"

* * *

AN: The above information comes from the 'Hulk' movie starring Eric Bana; Bruce Banner was sent into foster care when he was very young, and his adopted name was 'Krensler'

* * *

He stopped, as though realising he was beginning to provide a bit more detail than was necessary, and looked apologetically at Paige. "Sorry; I'm going on a bit."

"Hey, no worries; we all do that some time," Paige said, patting Peter reassuringly on the shoulder before looking back at Harry. "So, that's why you're reluctant to go through with it, huh?"

"Yeah," Harry replied, nodding at the young social worker. "I don't feel like tackling something that could either make the test animals blow up or turn a man into a mass of uncontrollable rage; odds seemed to be too great that I'd do more harm than good."

Shaking his head dismissively, he glanced over at Paige. "Anyway, enough about me and Peter; what about you?"

* * *

"Oh God…" Phoebe said, as she stared in horror at the new arrivals. "What are _you _doing here?"

"Well, it was simple enough," Mysterio said, shrugging in an apparently nonchalant manner; the fishbowl-like thing on his head made it difficult for her to be sure _what _he looked like. "Given that my… associates… are aware of the presence of three witches known as 'the Charmed Ones' in this city, it wasn't too hard for them to track you three down. As one of them is known to possess the power of levitation, coupled with a fairly good knowledge of single combat, it wasn't too hard for me to conclude that I had encountered one of them with Spider-Man earlier this day. Since I can't find _Spider-Man_ anywhere- apparently it would be too much effort to find his true identity- I decided it would be easier all round, both for me _and _my business associates, if I just came after you three now with a bit of backup."

"Oh, really?" Piper asked, as she walked around to look critically at the new arrivals. "You think we're not ready for you? We've tackled bigger guns than you in the past, 'buddy'."

She raised her hands to trigger her explosive power, but before she could do anything, Mysterio raised one hand and fired an electric blast at Piper, sending her flying back into the wall before she slumped to the ground, bleeding freely from a cut to the head. True, Piper was soon staggering back to her feet, but she was evidently not in good shape, given her slightly unsteady stance.

"Oh crap," Cole muttered, as he stared between Piper and Mysterio.

Glancing around herself, Phoebe came to a quick decision and looked up impatiently at the ceiling; even if he was a pacifist, her brother-in-law would provide some welcome back-up right about now.

"LEO!" she yelled.

No sooner had the words left her mouth than her brother-in-law had appeared, staring around him in confusion.

"What the-" he began.

"Ah, you're here," Mysterio said, sounding almost pleased as the Whitelighter spun around to look at him. "Well then, I have just one thing to say to you; _Beelzebub's Zombie_!"

Phoebe really wasn't sure what that actually accomplished; all she knew was that, as soon as the word had left Mysterio's helmet, Leo's expression went blank and he spun around to hit Cole directly in the face, breaking the former demon's nose and sending him sprawling back to collapse behind the sofa.

"COLE!" Phoebe screamed in horror.

"But…" Piper said, looking at Leo in horror. "But… but _why_?"

"Oh, come come, you did not truly think that my associates were simply prepared to leave you for _this _long without doing a thing against you?" Mysterio asked, chuckling slightly as he looked at Piper and Phoebe's shocked faces. "They've been 'tapping' into your precious Whitelighter's mind for the past few hours; you didn't _really _think that he was suspicious of Spider-Man of his own accord, did you?"

Then he sighed dramatically as he looked at his associates. "Did you really have to make the key word so _obvious_, however?"

"Wha-" Piper began in confusion, before Leo suddenly grabbed her by the throat, the assorted warlocks already advancing towards Phoebe and Mysterio stood back to watch.

_NO_! Piper thought to herself, as she saw her sister facing the warlocks; Phoebe was good, but even she couldn't stop four opponents at once.

As much as she hated to hit a man whose mind was being controlled, that left Piper with one chance to save her sister.

"Sorry about this, Leo," Piper whispered, right before she rammed her knee into her husband's groin. As Leo staggered back slightly, wincing in pain even through the spell, Piper raised her hands and flicked them towards a nearby warlock, which, much to Piper's satisfaction, blew up with a short scream.

"Nice one!" Phoebe called over to Piper before she leapt into the air, flew a few feet forward with her arms outstretched before her, and then spun backwards with such force that her feet intersected with the chin of the warlock in front of her before he could even launch an energy ball. As her foe staggered backwards, blood coming from his lips and gums, Phoebe landed and lashed out with a punch that broke the warlock's nose…

Then there was a sudden brief explosion off to one side, and Phoebe suddenly found herself gagging on something in the air. The last thing she saw was Mysterio, laughing in the centre of the room as Piper collapsed to the floor, gagging for clear air as Leo stood beside her, his expression blank as the spell dominated his thoughts…

Then everything went black, as whatever had been released into the air of the hotel room forced Phoebe into unconsciousness.


	13. The Mystery is Resolved

Disclaimer: I don't own Spider-Man- the character was created by Marvel Comics and this version appeared in the movie directed by Sam Raimi-, nor do I own the Charmed Ones, who were created by the very talented Constance M. Burge

Feedback: This is a risky story I'm attempting; I'd like to know it's appreciated

Webs and Witches

Although some of the scientific talk around her sometimes went over her head, Paige swiftly found that she was enjoying herself at this party. Peter helped fill her in on what anyone was talking about if she wanted to know, the scientists were typically good company rather than the arrogant gits a part of her had worried they might be, and the buffet table had a wide variety of food. Currently she and Peter were sitting at a nearby table enjoying various assorted biscuits and cheese as a snack, Harry having been forced to run off to talk to a few investors.

"Seems like a nice guy," Paige said, indicating Harry as she swallowed a hunk of parmesan cheese, grabbing a nearby cracker and swallowing a sip of water to help get it down; she sometimes found the cheese a bit strong.

"Yeah, he is," Peter replied, sighing slightly as he looked at his feet. "I _hate_ that sometimes…" he added in a low voice, barely audible even to Paige.

Paige didn't need to ask what he meant by that; she could guess easily enough.

If Harry _hadn't_ been such a decent guy, or maybe hadn't been such a close friend, Peter might have been able to tell Harry about his father being the Green Goblin, and fully explain that Spider-Man _didn't _kill Norman Osborn, that Osborn died in an accident in a life-or-death struggle…

But, as it was, Peter couldn't stand to see his friend lose the image Harry held of his father as a fundamentally decent man, even if he had sometimes found it difficult to be there for his son when Harry was growing up.

"Hey," Paige said, reaching over to place a comforting hand on Peter's shoulder. "Don't worry about it right now; we've got other things to think about then something you can't do anything about at the moment."

Indicating the dance floor before them, Paige smiled as she held out a hand to her date. "For example, shall we dance?"

Looking at the hand, Peter smiled and nodded as he reached out to take the offered hand.

"Wouldn't have it any other way," he said, as he stood up and the two of them walked towards the middle of the floor. As they reached the centre, they turned to face each other and held the other close, Peter's hands on Paige's waist as Paige clasped her hands behind Peter's head.

As they continued to dance, Peter smiled an almost uncertain grin at his date, a faintly nervous edge to his eyes as he leaned his head forward slightly, his lips tenderly brushing against Paige's. For a moment, the young witch was startled, but then she grinned slightly and parted her lips, accepting the kiss.

As Peter's hands moved up to hold Paige's head in position as their tongues engaged in a mock 'battle' for dominance, neither of them noticed the dark-clad form of Mary Jane, standing at one side of the hall. At first, she did nothing, simply staring at the sight before her with the faintest trace of tears in her eyes, but then she turned around and walked off towards the nearest bathroom.

As their lips finally parted, Peter's hands releasing Paige's head to move back down to her waist, the two of them remained close, their foreheads leaning against each other as the witch and the web-slinger smiled at each other.

"Wow…" Peter said, slightly out of breath as he stared at the beautiful woman in his arms.

"Yeah… 'wow' works…" Paige said, smiling back at Peter. "Nice one; didn't know you had it in you."

"I'm full of surprises," Peter replied, a broad grin on his face even as his eyes flicked around the room to make sure nobody was close enough to hear him and Paige. "Trust me; the spider-powers are just the _beginning _of my…"

His voice trailed off as a suddenly concerned expression flashed across Paige's face. It almost looked as though she was hearing something that made her nervous, but even Peter's heightened senses weren't detecting something out of the ordinary in all the talk around them.

"What?" he asked, as she turned to look at him, eyes slightly widened in fear.

"Something's wrong…" she whispered, fear evident in her voice as she stared back at her… well, for lack of a better term, she'd have to call him her boyfriend. "I… look, you know how I'm part-Whitelighter?"

"Yeah…" Peter said, looking anxiously at Paige as he took her arm and guided her over to an empty table nearby; there was less chance of them being overheard there.

"Well, sometimes, when they're in trouble, I'm able to _sense _Piper and Phoebe as they- even on a subconscious level- call for help," Paige explained, as Peter pulled a chair out for her and she sat down, continuing to talk to him. "It's always a vague feeling- I still can't exactly sense _where _they are, and I sometimes don't even know I'm doing it- but…"

"The feeling's there now, huh?" Peter sighed, as he glanced around the party. "I _knew _this was going too well…"

Sighing, he stood up and glanced back at Paige. "Come on, we'd better get going; given what's happened so far when we've been in trouble, I doubt we won't be wanted when we get there."

"What?" Paige said, looking sharply up at Peter. "But…"

Peter shrugged. "I'll just tell Harry something came up; he never pushes me on anything that isn't Spider-Man related, so I'll probably be OK," he explained, as he and Paige hurried for the elevator. As they stepped through the doors, Peter glanced around to make sure there weren't any security cameras in the elevator, and nodded in confirmation at Paige on seeing that there weren't. Taking his hand, Paige orbed out of the elevator…

* * *

And, as they arrived in the hotel room, Paige's eyes widened in horror as she saw the sight that awaited them. The damage itself was, fortunately, not too severe- a few chairs and tables had been overturned, but nothing was broken or damaged in any way. The last thing Paige wanted on her plate right now was having to deal with the bill the hotel owners would probably insist on to cover the damage…

"Hey, Cole's over here!" Peter called to her from one side of the room; Paige had been so caught up in the initial shock of Piper and Phoebe being absent that she hadn't noticed when Peter walked away from her and began to check over the room. Glancing over in his direction, Paige noticed the young hero crouching beside a sofa that he was holding up with one hand. Cole had been lying unconscious underneath the sofa in question; there was a large bruise on his head, and one arm was at a slightly odd angle, but other than that he seemed to be in good shape.

"Yikes…" Peter muttered, as Paige joined him where he was crouching. "Can you help him wake up or something? I mean, didn't you say Whitelighters have the power to heal people?"

Paige sighed.

"No, I can't," she said, regretfully. "I'm only a _half_-Whitelighter, Peter; I'm getting better at doing it with practice, but I still can't heal people on my own. I need Leo's help if I'm going to heal somebody properly; I'm not sure how I'd manage on my own…"

She sighed in frustration. "Great… the _one _guy we need to pull this off, and he's part of the reason we need him in the first place…"

Fortunately, the social worker's assistant was spared agonizing over what to do next; as the voices around him reached his ears, Cole dazedly blinked his eyes open and stared up at the two people standing around him.

"Ugh…" he groaned, reaching for his head with his healthy arm. "What _happe_- oh," he said, as the memories apparently came rushing back to him. As he hauled himself into a sitting position- wincing as he used his injured arm- he cradled his head as he looked around at Paige and Peter. "At least _you _two are still here…"

"What happened?" Paige asked, looking urgently at Cole. "Where're Piper and Phoebe?"

"Captured…" Cole groaned, as he reached a hand over to Peter, and smiled gratefully when the New Yorker hauled the former demon lawyer to his feet. "That 'Mysterio' sucker you encountered… the description matched what Phoebe told us about him after you two left, anyway… he came here with a bunch of warlocks… must have missed me in the confusion…"

Wincing, he clutched his chest, but didn't respond to the querying looks of his friends; either he was being 'macho' and not telling them what was wrong, or he didn't think it was that serious.

"Anyway…" he continued, looking over at Paige as Peter guided him over to a nearby chair, "he must have captured Piper, Phoebe and Leo while I was out…"

"Uh… you're sure they've been captured?" Peter asked.

Paige and Cole looked at him questioningly as Cole sat down in one of the few chairs still upright, Paige standing behind him as she looked at her date.

"I mean, well, how do we _know _they've just been… captured?" Peter asked, hating himself for saying this, but knowing it had to be considered. "Couldn't they just have… I dunno… killed them already?"

Paige briefly looked nervous, but Cole shook his head.

"No… that's not an option…" he said, smiling slightly at Peter. "It's not… midnight yet… is it?" As Peter shook his head, Cole smiled in relief. "Then… we've still got time… to save them…"

"What?" Paige said, looking sharply at Cole. "Why do we have until midnight? Did something happen that we should know about?"

"Or did you just learn something that'll help us figure out what we're dealing with?" Peter added, looking eagerly at Cole.

Cole nodded, briefly wincing at the pain in his head before continuing. "Shortly before I was knocked out, Mysterio used the command '_Beelzebub's Zombie_' to trigger some kind of hypnotic suggestion they'd planted in Leo- that's why he didn't trust you, by the way," he added, looking over briefly at Peter before continuing. "Anyway, I've heard of that 'spell' in my time in the Underworld, and if my information is accurate, there's only one group of warlocks who can be behind these disappearances; they're the only ones who'd use that spell."

"Who?" Paige asked, leaning forward, eager to hear some _good _news in their search for once. Peter was just as eager, but was content to let Paige handle this part of the questioning; spells and demons weren't his normal territory, but for Paige they were practically as familiar as breathing.

"The Coven of Beelzebub," Cole explained, as he glanced curiously between Peter and Paige. "Do either of you know that name?"

Peter nodded thoughtfully. "Yeah, that was a name people used to call the Devil back in the Middle Ages, wasn't it?" he asked, before his face sharply fell. "Oh no…"

"You're not saying…" Paige asked, turning to look at Cole in horror, only to be at least partially relieved when Cole just smiled reassuringly at her.

"No, it's _not _the Devil we're dealing with here," he said, noting the shift in their expressions from horror to relief. "It's just a demon- powerful, yes, but nowhere near the level of the Source. He's just a bit above me when I was Belthazor, and has a few extra powers, but nothing too major."

"These powers he has being…?" Peter asked, looking anxiously at Cole; he wanted to know everything he could about this guy, in case the worst happened and it came down to just the two of them for some reason…

"Energy balls, pyrokinesis, telekinesis, lightning bolts from his hands, enhanced physical strength, shimmering- teleporting, just so you know-, basic shape-shifting, and on some occasions he's been able to create objects- normally weapons, naturally- out of thin air to use against his foes," Cole explained. "His name became common knowledge in the past, and was also linked to the Devil, due to the brutality of his actions in some parts of the world, but he attracted so much attention that multiple witches joined forces to banish him to a Purgatory for his sins. He hasn't been active for centuries, and most demons generally don't think of him except as a warning not to become overconfident- much like the old fable of the Tortoise and the Hare, really."

"Back up a bit there; this guy was sent to Purgatory?" Paige exclaimed, looking sharply at Cole. "_Not_ the… Wasteland, right?" Cole nodded, and Paige continued. "As in, he isn't exactly _vanquished_, per se?"

"No," Cole sighed, as he reached up to examine his earlier head-wound; it was still tender, but at least the blood had stopped flowing. "Given what I remember about him, that's probably the reason for the disappearances recently, you see; the victims are most likely being used as sacrifices that are meant to give Beelzebub the energy he would need to break out of the purgatory and get back into the real world."

"Ah," Peter said, nodding in understanding; that made sense, he supposed.

Then his brain fully processed what Cole had told him, and he stared at his new friend in horror.

"_Sacrifices_?" he yelled in horror; he nearly stood up, as though prepared to charge out of the room and rescue the victims, but Cole held up a hand to stop the web-slinger.

"There's no point; they're all dead by now," he said, looking apologetically at Peter. "Trust me, I wish we could save them too, but right now our main objective is filling you two in on what we'll be dealing with."

"You mean… the warlocks?" Paige put in, looking critically at Cole. "What can you tell us about them?"

"Well, given what we know, they're pretty obviously the Cult of Beelzebub; a group that worships Beelzebub as the Devil he was mistaken for by the general masses," Cole explained. "As a whole, the cult is supposed to be dangerous, but nobody's taken them seriously for ages; they're pretty much a joke among the demons these days. After all, three hundred years 'worshipping' some guy and getting nothing out of it?"

He groaned and leaned forward, clasping his head in one hand. "God, why didn't we just take them out…?"

"Getting back on topic," Peter said, raising a hand as he looked at Cole, "what was that you said about midnight?"

"Oh, right; sorry," Cole said, shaking his head sheepishly. "Beelzebub's one of the more 'traditional' demons in the world… the main reason he's not regarded as a major threat is that he and his followers have to obey certain 'rules' of magic in order to get anywhere. One of these is this rule about never attempting a major spell- commonly involving a sacrifice- before midnight… something about draining moonlight energy when the moon is at its apex, or something like that…"

"Wait a minute; _sacrifice_?" Peter said, looking at Cole in shock. "As in, they're going to _sacrifice _Piper and Phoebe to this 'Beelzebub' character?"

"Probably; the energy of two of the three Charmed Ones could be enough to allow Beelzebub to break free…" Cole said, before a slight smile crossed his lips. "But don't worry…. We've still got…"

He glanced at his watch, and his face suddenly paled.

"_Forty minutes_!" he yelled in horror, leaping to his feet and glaring at Peter and Paige. "_Why the hell didn't you tell me we only had that much time left_!"

"Well, it's not like we _knew _what was so important about midnight until now, you know!" Paige yelled back at her future brother-in-law. "If you'd-"

"Uh, guys?" Peter added, walking forward slightly so he was standing almost exactly in-between Cole and Paige. "Can we focus on the immediate priority of stopping 'Beelzebub' right now?" He glanced over at Paige. "Would it be easier to scry for Piper and Phoebe than it's been to scry for the cult?"

Paige nodded. "Yeah, probably…" she said, smiling slightly as she walked over to the table where the map and crystal were still lying. "It might take a while, but if I use _myself _as the focus, maybe I could find them…"

"Right," Peter said, as he turned to head towards the bathroom. "In the meantime, I'll just get changed into my costume; somehow, I think you'll be needing all the help you can get right now."

* * *

As the young photographer shut the bathroom door behind him, already shrugging his tuxedo coat off, Cole looked over at Paige with an approving smile.

"I know you probably don't care what I think," he said, as he glanced over at the young witch as she held the crystal over the map of New York, "but I'd just like you to know that, as far as Peter goes, I definitely approve of him."

As Paige focused on the crystal before her, Cole walked over to a nearby wall- wincing as he felt an injured rib shift uncomfortably; he'd have to get Leo to look at that as soon as possible- and leaned against it as he turned to look at Paige.

"I mean, we've basically turned his world upside-down, telling him that magic is real and that demons walk the world, and yet he somehow manages to take it all in his stride," Cole continued, as Paige began to swing the crystal above the map. "Takes a brave man to do something like that; you have to admire his open-mindedness. After all, he may have powers himself, but they're all based in science; there's no practically explanation for _our _powers…"

"Got it!" Paige said, as the crystal came down on a portion of the map a short distance from the George Washington Bridge, just as Peter walked out of the bathroom, almost fully dressed into his Spider-Man outfit; he still had to put his mask on, but that was about it.

Glancing at the map, Peter nodded briefly as he noted the location; an apartment building in Brooklyn that had recently suffered damage in a fire, rendering it uninhabitable for a while (He'd helped the fire department evacuate the residents).

"Can you get us there?" he asked Paige, as he pulled his mask on.

Paige nodded. "Yeah, I think so," she said, as she stood up and glanced over at Cole. "Are you coming?"

Cole nodded. "Just don't ask me to get into the thick of things; I'm still a bit sore," he said, as he walked over to stand beside his two friends.

"Right then," Paige said, placing her hands on Cole and Spider-Man's shoulders as she began to orb. "Here we come…"


	14. Attacking the Coven

Disclaimer: I don't own Spider-Man- the character was created by Marvel Comics and this version appeared in the movie directed by Sam Raimi-, nor do I own the Charmed Ones, who were created by the very talented Constance M. Burge

Feedback: This is a risky story I'm attempting; I'd like to know it's appreciated

Webs and Witches

"…ready or not," Paige whispered, as the three of them reappeared just inside the front door of the building; nobody could see them from the outside, but at the same time, it allowed them some time to scout around the area before they had to confront their foes.

As the three of them glanced around, Paige was relieved to see that her guess about where to orb had paid off. The corridor they were in right now was deserted, although the light coming from a door further down the building _did _seem to prove that someone was here.

"OK, so, what do we do now that we're here?" Spider-Man asked, glancing over curiously at Paige and Cole. "I mean, can we just charge in and knock these guys about, or would that just make it all worse?"

Cole shook his head. "No, the Coven of Beelzebub are a pretty traditional group," he said, looking reassuringly at the young photographer. "In every sense of the word; their rituals have to be performed accurately down to the smallest detail, or it doesn't work. Either nothing would happen, the ritual would only be _partially _successful, or the power put into the ritual would cause a backlash that would destroy whoever was trying to summon Beelzebub in the first place."

"So, does that mean that whatever we do works?" Paige asked, looking over at Cole hopefully, only to be disappointed when Cole shook his head.

"No, we should definitely stop the ritual before it starts; I can't be _sure_ which of the above three would happen if we interrupted it," he explained, looking over at Peter to be sure the young hero understood what he was saying. "The first and third options might work for us, but if it turns out to be the second, we could get Beelzebub himself, even if the sucker _would _be weaker than if the ritual went perfectly…"

He suddenly stopped talking, tilting his head to one side as though listening for something. Paige opened her mouth to speak, but stopped as she and Peter heard the noise as well; a low chanting, coming from the illuminated door.

"Oh boy…" Spider-Man whispered under the mask, before glancing over at Cole. "Sounds like just _stopping _them isn't an option; recommendation?"

Cole swallowed briefly, evidently slightly afraid of the possibilities involved in whatever ritual was going on, before looking back at the web-slinger.

"We… we need to know what's going on in there," he said, indicating the door. "If we're quiet, we might be able to open the door enough to see what's involved in the ritual, and then…"

"You'll have a plan?" Paige put in, looking at Cole critically. "'Cause, whatever else happens in there, if you _don't _come up with a decent plan and they go after us when we're still not sure what to do, you'll be the first one of us to get their head handed to them by these guys. Clear?"

Cole just nodded and began to walk towards the door before Spider-Man grabbed his shoulder and hauled him back.

"No; I'll go," he said, looking the half-demon in the eyes. "If there's something immediately dangerous on the other side, my spider-sense'll let me know whether or not we can get in that way."

"Your what?" Cole said, looking quizzically at the young photographer.

"I'll explain later," Spider-Man said simply, before he brushed past Cole and headed down towards the door, moving as quickly and silently as the animal that gave him his powers.

As he reached the door and his hand moved towards the handle, he paused for a moment, as though waiting for something, but then he just reached out and opened the door just enough to allow him to see what was on the other side. After a few seconds, he nodded, apparently satisfied with what he'd seen, and, edging the door shut as quietly as he could, turned around and walked back to the other two.

"Well?" Paige asked.

Spider-Man shrugged. "Doesn't look as bad as it could be; there's maybe about a dozen people in there, standing in a circle with those dagger things they used at the restaurant in their right hands," he explained, looking over at Cole to make sure the demon 'expert' was listening to him. "Candles are lit up all around them; they're _all_ chanting, but the leader seems to be the guy in the middle of the circle. He's got a large sword and he's holding it over Piper and Phoebe-"

"They're alive?" Paige asked anxiously, moving to grab Spider-Man's arm; she missed it, but Cole was prepared to bet that his 'spider-sense' (Whatever that was) had just made him do it instinctively. He certainly looked apologetic enough as continued talking to Paige, even if he couldn't spare the time to actually _say _sorry; the situation was evidently serious.

"Yeah, they're alive; wearing some kind of black robes, apparently unconscious, and tied up, but they're still breathing," he said to her, before looking back at Cole. "By the way, they've tied Leo up as well, but he's just hanging from a nearby wall; why isn't _he _a… sacrifice?"

"Simple enough; Leo's a Whitelighter," Cole explained. "His powers are pretty much _pure _good. Since a witch can be good _or _evil, their powers are pretty much 'neutral' in sacrifices like this, but if the Coven tried to sacrifice Leo to awaken Beelzebub, the good energy he'd generate would probably annihilate Beelzebub, or at least leave him so weak he'd be no more powerful than an average warlock."

"Ah," Spider-Man said, nodding in understanding before he indicated the door once more. "Well, we're here, and I don't see that 'Mysterio' guy anywhere; shall we just stop these guys now before something makes the situation worse than it already is?"

Cole nodded. "Better now rather than later."

"Let's do it," Paige smiled.

Nodding in confirmation, Spider-Man walked back down to the door, Cole and Paige positioning themselves on either side of the door as the costumed hero stood directly in front of it.

After a moment's pause to prepare himself, Spider-Man drew back one leg, and launched a powerful kick that sent the door flying off its hinges and directly into at least two of the warlocks standing around the other two Charmed Ones. As the warlocks flew through the air, striking their leader and knocking him off his feet before they hit the ground themselves, Spider-Man stepped into the room, a casual attitude about him as he looked at the warlocks. He noted with relief that the door

"Hi there," he said, as though he'd just walked in on a youth club meeting by accident. "Sorry to bother you; you left the lights on outside and I thought I'd check out what was going on."

"You _dare_-" a warlock began, before Spider-Man raised his hand, tapped his fingers, and suddenly webbing covered the warlock's mouth.

"Yeah, I dare," he said, staring harshly at the warlock who'd interrupted him before he turned to look around at the other dark magic practitioners in the room. "And you know _why _I dare?"

His voice hardened as he said the next three words, the words that had come to define his life over the last few months as he sought a balance between who he was and who he might have been…

"I'm Spider-Man."

"No," one of the warlocks stated, raising one hand to summon an energy ball as he glared at his foe. "You're dead."

As soon as the energy ball was launched, Spider-Man leapt into action; timing it exactly, he jumped up onto the nearby wall, watching with a small smile as the energy ball struck the wall behind where he had been standing earlier. Quickly glancing around for something he could use to take some heat off his tail, his eyes fell on the door that he'd just kicked down, lying mere inches from the unconscious Piper and Phoebe.

He didn't hesitate; it might cause damage, but since these warlocks were going to be vanquished anyway, it hardly mattered that much. Raising his hands, he launched several strands of webbing towards the fallen form of the door, then using the webbing to and throw it into another nearby warlock, striking the target hard in the chests and knocking him down and out.

As Cole and Paige ran through the door towards the others- Paige heading for Leo, mainly to see if he was still under a spell she'd need to break, while Cole examined Piper and Phoebe after getting them away from the centre of the circle- Spider-Man leapt down to the ground and launched into action.

Lashing out at the Coven at a speed that could never have been possible for a normal human, no matter how well-trained, Spider-Man was soon launching punches and kicks at his opponents, relying only on his spider-sense to protect him from harm. As he dodged their energy balls at an increasingly rapid rate, the student/superhero couldn't help but smile in satisfaction as he felt more and more of them become ever more frustrated at their inability to put him down, but be unable to do anything more about it than keep on trying doomed attempts to hit him…

* * *

"Come on, come on…" Cole muttered, trying to figure out some means of waking Piper and Phoebe up from whatever the warlocks had used to knock them out. If it had just been Phoebe, he might have been tempted to try the old 'wake-her-with-a-kiss' trick, but he'd still prefer to try and come up with a more practical alternative… 

"Cole!" a voice called from off to one side. Glancing over, Cole was relieved to see that it was Paige, Leo slumped around her shoulder as she staggered towards him and her sisters. A quick glance at the warlocks confirmed that Spider-Man was still keeping them occupied (With minimal damage to himself, Cole noted with relief), so he turned his attention back to the Charmed Ones; Peter could evidently handle himself.

"How is he?" he asked Paige, as she lay Leo down beside her sisters before looking back at him.

"Still out of it; I've got no idea how long it'll be before he wakes up," she said, before looking back at Piper and Phoebe. "Still," she said, nodding thoughtfully to herself as she reached over to take Leo's hand, "so long as I'm in contact with him, I _should _be able to channel his power to help me wake Piper and Phoebe up…"

As she placed a hand on Piper's head, there was a brief sparkle of white light, and then the eldest Halliwell was sitting up, looking at her surroundings in shock.

"Where _am _I?" she asked, turning to look at Paige in confusion.

"Warlock base," Paige said by way of explanation, as she moved her hand over to Phoebe's head. "They were going to sacrifice you two to wake up some demon called Beelzebub that was sometimes mistake for the Devil in the middle ages; Leo's still out of it, and I'd prefer to wake him up when he's needed. Peter's keeping the warlocks occupied at the moment, but we should probably make with the vanquishing soon; he can only knock them out for so long."

* * *

"Right," Piper said, as she stood up and turned to look at the battle between Spider-Man and the warlocks. Despite her own 'professional pride'- she _had _been battling demons for a while now, so she felt she had the right to be a little 'territorial' about fights with them- she had to admit that Peter was doing a pretty good job at keeping his foes busy, despite his own lack of magic powers… 

As she watched, Phoebe and Paige were soon standing on either side of her, but neither of them, like her, felt it right to interrupt the fight going on before them; after all, Peter didn't _seem _to need any help, and he _had _wanted to help protect his city.

With this in mind, they just watched the battle unfold, as their new ally finally seemed to decide to stop enjoying himself and just finish his remaining nine opponents. As the Charmed Ones watched, Spider-Man leapt up above two of the warlocks, grabbing the backs of their heads and ramming them together underneath him as he kicked his legs forward, sending both of them collapsing to the ground.

As he landed on the ground, the web-slinger soon found himself facing another warlock. It was barely the work of a moment to launch a punch at the warlock's face and knock him down for the count, following it up with a jump and backflip as a fourth warlock tried to stab him in the back with an athame. As he jumped, Spider-Man struck downwards with a powerful punch towards the warlock's neck, and the warlock crumpled to a ground in a heap as the red-and-blue form of New York's self-appointed protector landed on the ground where he had been standing earlier.

As another warlock turned to look at him, Spider-Man fired a web-line and yanked the warlock towards him, jumping and doing a complete three hundred and sixty degree spin that struck the warlock in the jaw and sent him flying back into the wall. As another warlock charged towards him, Spider-Man launched another web-line at the warlock's chest and spun him into yet another wall, once again leaving the warlock unconscious and (Assuming he woke up before the Charmed Ones vanquished him) bound to have a headache in the morning.

As the remaining three warlocks gathered around him, Spider-Man took a brief glance around himself before seeming to come to a decision. Crouching down slightly, he then leapt up into the air and rapidly spun around, kicking the last three warlocks standing in the head. As they fell to the floor, Spider-Man landed on his feet, glanced around himself at his handiwork, and nodded in approval as he turned to look at the Halliwells.

"So, for my first real fight against warlocks, on a scale of one to ten, how do I rate?" he asked, tilting his head to one side in a jokingly inquiring manner.

Before Piper and Phoebe could answer, Paige took control of the situation; she walked over to the young hero, raised his mask so that his lips were exposed, and kissed him.

As she pulled back from the young man she was already thinking of as her 'boyfriend', Paige smiled slightly at the bemused expression on the lower part of his face.

"Does that answer the question?" she asked, grinning at him.

"Pretty much, yeah," Peter said, a slightly bemused tone in his voice as he nodded in confirmation, before he pulled his mask down and glanced over at the other two witches; Cole was still keeping an eye on the unconscious Leo. "Anyway, care to finish-" he began, before he suddenly lunged towards Paige, grabbed her in his arms, and leapt towards the others just as a massive bolt of electrical energy struck the location where the two of them had just been standing.

Following the direction of the blast, Piper, Phoebe and Cole were shocked to see the leader of the Coven standing there, glaring at them with an outstretched hand that still sparkled with energy; evidently he hadn't been as hurt by Spider-Man's initial attack as they'd expected.

"YOU!" he roared at the Charmed Ones and their allies, his long black hair and five o'clock shadow- implying that he hadn't been to a barber's recently-, coupled with the demented gleam in his eyes, giving him the appearance of an alcoholic in a bad temper at somebody. "_You've RUINED everything_!"

"That's kinda what we do," Piper said, stepping forward slightly, her hands raised as she prepared to blow up her opponent. The vanquishing spell would take out the rest of the Coven instantly, of course, but after his _specific _attack on Paige, Piper wanted to take care of this guy personally. "I mean, you're one of a coven of warlocks trying to wake up a demon by using human sacrifices, not forgetting the fact that you tried to kill us; what did you _expect _us to do now, walk away and leave you alone?"

"She makes a point, you know," Spider-Man put in from off to the side, as he helped Paige back onto her feet- the dress didn't give her as much room to manoeuvre as she might have had- and glared at the warlock. "Now, are you going to be a decent homicidal maniac and let us finish this off quietly, or do we have to do this the hard way?"

"You haven't won _yet_," the warlock said, glaring at Piper as he clasped his sword tightly in both hands.

"If you want to challenge my power, then I shall _give _you a _real _opponent- one _worthy _of claiming your lives as his own," he vowed, as he raised the sword above his head. "Witness the power of my lord!"

And, with that, before Piper or Spider-Man could stop him, the warlock leader brought the sword crashing down onto the nearest warlock, nearly slicing the target's head in half directly down the middle. As blood struck his face, the warlock smiled as dark energy began to flicker along the sword towards him, as he raised one hand to reveal a ball of brilliant white energy.

Piper instinctively knew what it was; the life energy of the sacrifices the warlocks had already performed.

"_AWAKE IN ME, MY LIEGE_!" the warlock bellowed, tiling his head back as he stared at the ceiling, his eyes becoming an almost blood-red colour as lightning of the same colour suddenly appeared out of nowhere to strike him…

And suddenly, the transformation occurring so rapidly that not even Spider-Man's heightened reflexes could have allowed him to react before it was finished, the warlock had grown at leasttwo or three feet in height (Although he fortunately didn't seem to be especially muscular even in this new form), as well as acquiring goat-like horns and at least twenty more pounds of muscle mass.

"Aw crap," Paige whispered, and Piper could only agree with her assessment.

This was _not _good.

She had no specific idea _how _that had happened- her best guess was that the guy had channelled the energy the other warlocks had gathered from the earlier captured women and, without her or Phoebe to finish the ritual, had used his 'friend's' magical power to provide a gateway for that 'Beelzebub' guy they'd wanted to summon that 'opened up' in his own body- but, if this was the demon the warlocks had been trying to summon, and if the guy was even just _half_ as powerful as he looked, this was _not _going to be an easy fight…


	15. The Battle of Beelzebub

Disclaimer: I don't own Spider-Man- the character was created by Marvel Comics and this version appeared in the movie directed by Sam Raimi-, nor do I own the Charmed Ones, who were created by the very talented Constance M. Burge

Feedback: This is a risky story I'm attempting; I'd like to know it's appreciated

Webs and Witches

"Oh boy…" Spider-Man whispered, where he stood off to the side, still holding Paige in his arms, as he stared at the creature that had suddenly appeared in front of them.

No two ways about it; even if the guy had been 'improperly summoned' (Because what the warlock had done definitely _wasn't _normal) _this _fight wasn't going to be easy…

But, then again, what with the Green Goblin and assorted minor villains (To say nothing of the typical hassles of college life), when was _anything _in his life easy after he was bitten by that spider?

Still, he knew that their first priorities in this fight were simple; get more space to manoeuvre, avoid any innocents getting caught in the crossfire, and keep the Halliwells' identities secret in case somebody saw them. He could probably deal with both problems, but that was only if his practice sessions with his webbing had been as successful as he hoped, as well as if this 'plan'- if you could call it that- actually _worked_…

Releasing Paige from his arms, he stepped forward, coughing slightly to attract his opponent's attention. As the demon turned to look at him, the scientist in Spider-Man briefly regretted the chance that he'd never have the chance to figure out exactly what the warlock had done to his body on a _genetic _level to transform into something like this…

But, right now, he had to do what he did best; stop a threat to his city, no matter how horrifying and powerful it was.

If fulfilling his promise to Uncle Ben meant going up against a demon, then he'd do it; he could imagine worse things to have to fight to protect the people he cared about (An opponent who was his exact duplicate in powers and strategies sprang to mind, but he stopped that line of thought instantly; he didn't know if the demon included mind-reading among its powers, and he'd rather not find out the hard way…)

"So, you'd be this Beelzebub we've been hearing about from these guys?" he asked, cocking his head to one side as he looked at his new foe critically, trying to sound as though he encountered creatures like this sucker on a regular basis. "Gotta admit; I'm not impressed."

"_You_…" the creature grumbled, in a low, threatening voice as it stared at him. "_My follower knows about you… you are the one they call 'Spider-Man'… you seek to protect these _mortals_ from beings such as me_… _beings who would replace the weak with the strong_…"

"Well, if by 'beings such as you', you mean _anyone _who'd hurt innocent people, then yeah, that's me," the web-swinger replied, glaring at his opponent harshly. "Weak or strong, everyone deserves to live, you overgrown red _berk_; you don't have the right to pick who lives or dies. Now then, I know it's cliché now, but since you've been 'away' for a while, I'm hoping it's less so for you… we can do this the easy way, or the hard way. Your choice?"

The creature- Spider-Man wasn't entirely sure if it _could _be called Beelzebub, given that he was pretty sure the demon had been meant to be an independent entity rather than need somebody as a host- roared in rage as it drew back a hand, black lightning already crackling around its fingers…

Spider-Man didn't give it time to finish whatever attack it was about to start. Grateful that the room was fairly large- it looked like the floor of some of the upper buildings had been destroyed for some reason- he leapt up into the air, launched two web-lines at the walls, and then used them to swing himself forward, legs outstretched as he struck the demon directly in the throat with both feet. The demon gagged, letting out a strangled scream as it clutched at its throat, before Spider-Man swung backwards and then launched himself forward once more, this time striking the demon in the chest with such force that it was sent crashing through the wall behind it.

As Spider-Man ran to examine the resulting hole in the wall, closely followed by the Charmed Ones and Cole, he was relieved to see that Beelzebub was at least disoriented by the attack. True, the demon was getting back onto his feet, but judging by the slow pace the creature was now moving, it didn't look like he'd be going anywhere fast any time soon.

As Piper moved to walk towards Beelzebub, hands raised as though preparing to attack him, Spider-Man held out an arm, blocking her path.

"No," he said, looking back at her; if his face had been visible, Piper was sure that he would have been glaring at her in disapproval at her hasty action. "You guys can't go out like that; you'll attract too much attention if someone sees you. If someone with a camera shows up, the papers will at least have a faint picture of you; from what Paige has told me, exposing you guys would be a _very _bad idea."

"But we _have _to-" Phoebe began, before Spider-Man held up a hand to stop her. He hesitated for a moment, and then seemed to nod as though having come to a decision.

Raising his other hand, he waved his wrist in a complicated manner as he sprayed some webbing into the air, and then, much to Phoebe's surprise, there was a bizarre face-mask made of webbing draped over his fist, which he subsequently tossed over for her to catch. There were a couple of small holes that seemed to be for the eyes, but other than that it seemed like it could completely cover the top half of a person's head.

Cover the top half of a person's head… 

It hit the three sisters instantly, but only one of them voiced their generally identical opinion.

"No way," Piper said incredulously as she looked between the mask in Phoebe's hands and where Spider-Man was standing, already preparing what looked like another mask. "You can't _seriously _be planning what I think you're planning…"

"What's the alternative; have me go up against _that _on my own while you guys just wait around in the shadows for a chance to 'vanquish' him?" Spider-Man said, jerking his head in Beelzebub's direction as he finished his second mask and tossed it over to Paige. "It'd be way too much work and there'd be a _significant _chance of something going wrong with the plan! At least this way you can help me out without risking your secret; nobody can recognise you with these things on."

"Yeah, but that still doesn't deal with the _little _matter of explaining our powers!" Piper said, as the web-swinger began to prepare a third mask for her. "I mean, even assuming that nobody figures out who we are, how are we meant to vanquish this guy _without _exposing magic?"

"Uh… maybe we could actually _vanquish_ him in private, and just… I dunno, watch what powers we use in public so people don't _instantly _assume we're using magic?" Paige put in.

Her sisters gave her a questioning look (Peter may have done the same, but the mask made it hard to tell, and in any case he was presently focusing on preparing Piper's webbing-mask).

"Well, what with all this news of mutants in the news, couldn't we just use what powers we've got that could be mutant powers rather than what could be magic, so people _don't _automatically think 'magic' and just think 'mutant'?" Paige explained. She hated the idea of using the recent hype about mutants to conceal their secret- personally she thought everyone should just leave the mutants alone and stop making such a big deal about a few extra talents some people had- but hopefully their actions wouldn't have a significant effect on the public's perception of mutants…

"What do you mean, 'use what powers we've got that could be mutant powers'?" Phoebe put in. Paige noted that her sister had already pulled the webbing mask on over her head, with her hair bunched up underneath the back of the mask; her earlier recon mission with Peter had evidently given her the chance to get in a bit of practice in this kind of thing.

"Well, y'know… I stick to orbing without calling anything, you stick to flying- not that hard, I admit- and Piper just tries to blow the guy up rather than freeze him," Paige explained, looking over at Peter. "I mean, if what I've read is right, those _could _be mutant powers, right?"

Spider-Man could only nod thoughtfully as he finished the mask he'd been preparing, holding it in his hands for a few seconds as he contemplated what Paige had just asked him.

"Yeah… orbing- even that thing where you call objects to you- is pretty much teleportation with a bit of telekinesis thrown in, flight could be caused by anything from sound vibrations to wind control, and mutants who can trigger explosions aren't exactly uncommon… it _could _work…" he said, nodding thoughtfully, the web-mask just draped over his hand as he looked at Paige in a contemplative manner. "And if we can get Beelzebub into an alley somewhere- that shouldn't be too hard, there are quite a few in the area- you guys _should _be able to vanquish him if you're fast enough…"

Paige smiled thoughtfully; evidently she relished being back in more familiar territory.

"Oh, I don't think _that _will be a problem…" she said, as she glanced over at Phoebe and Piper, a small smile on her face. "You remember that spell we used to vanquish Ludlow?"

"What, the haiku you wrote?" Phoebe asked, briefly adjusting the webbing mask as she spoke.

"Yeah, that one," Paige said, nodding in confirmation as she began to pull her own mask on. "Anyway, I had a kind of idea that I could maybe change it to work on Beelzebub, and I think I've got something; it's not the _finest _haiku ever, but it should do the job."

"Right then," Spider-Man said, as he tossed the mask over to Piper. "Let's-" he began, only to stop as he turned to look down the corridor and saw that Beelzebub had gone. "Aw crap…" he muttered, as he heard a loud roar and the sound of something shattering from further down the street. "He's _already _on the move!"

"_What_?" Paige said, staring at Spider-Man in horror. "But…"

"Look, stay calm; I'll try and keep up with him and stop anyone getting hurt while you guys deal with the warlocks and join me as soon as you can!" the young hero said, indicating the remaining warlocks as he ran for the hole in the wall, leapt up into the air, fired off a web-line, and soon vanished.

Swallowing anxiously, Paige stared after him, but then Piper tapped her on the shoulder and she had to turn back to look at the warlocks.

If these warlocks weren't vanquished _now_, even if they could stop Beelzebub at the present, this whole thing could probably happen all over again…

* * *

Outside, Spider-Man was rapidly swinging through the New York streets, his eyes fixed on the roaring form of Beeltzebub before him as the massive demon charged down the street, occasionally throwing cars and lamp-posts aside as it did so. The wall-crawler noted, with great relief, that none of the cars were currently occupied; it looked like he was just throwing the parked cars aside at the moment.

But that would change as soon he reached a more central part of the city…

He had to end this _now_.

"Hey, Beely!" he yelled after his foe, smiling slightly in 'relief' as the demon turned to look at him; at least _he_, unlike the other people here, could defend themselves.

Landing on the ground a few metres away from the demon, Spider-Man crouched to the ground in preparation for whatever attack his foe had to offer, smiling slightly at the annoyed expression on the demon's face; this guy evidently wasn't used to dealing with someone who _wouldn't _run away.

"_You _persist _in challenging me_?" Beelzebub asked, glaring critically at Spider-Man. "_You lack magic… you lack spells… and you will not kill… How can _you _hope to stop _me?"

Spider-Man shrugged.

"If I gave much thought to little details like _that_, I'd never have time to get anything done," he said casually. Despite his flippant attitude, however, every cell in his body was tingling in preparation for his foe's first attack- which, judging by the manner in which Beelzebub was flexing his fingers, would be fairly soon. "Now, are we doing this, or are you nothing but a bag of hot air who's afraid of _real _competition?"

Growling, Beelzebub raised one hand and summoned the energy ball that seemed to be the typical weapon for these guys.

"_You die… slow…_" he growled as he stared at Spider-Man.

"Heard it before," the wall-crawler said flippantly.

Roaring in frustration- he'd evidently been hoping for more of a reaction than that- the demon launched the energy ball at Spider-Man, following it up with a blast of 'electricity' that cracked the stone behind Spider-Man.

_It's at times like these that I learn to be grateful for the spider-sense_, Spider-Man thought to himself, as he somersaulted through the air in a desperate bid to avoid the blasts, watching with a certain wince as the wall behind him was badly cracked by his foe's blast. As he felt the now-familiar tingle in his skull, Spider-Man leapt into the air, but remained facing in the same direction, noting the energy ball as it struck the wall behind him and exploded, taking a fair amount of the wall with it.

_Hmm_… Spider-Man thought, as Beelzebub roared and launched another 'electric' blast at him, letting out another frustrated roar as Spider-Man twisted backwards to avoid the blast. _If those energy balls explode _on impact _with _anything_, maybe I can use that to my advantage_…

Spinning around to face Beelzebub, as his opponent raised his hand to summon another energy ball, Spider-Man aimed both wrists at the ball, tapped his palms, and two web-lines leapt from his wrists to the ball. As they struck it, the ball exploded, sending Beelzebub staggering back and clutching his hand as he roared with pain.

"You think _that _hurt, you great big pile of brimstone?" Spider-Man said as he landed on the ground before Beelzebub, glaring at his foe as he clenched his fists, ready to strike once more. "Wait 'til you see what _else_ I can dish out."

He didn't even give Beelzebub the chance to prepare another attack; taking advantage of the brief gap in his foe's defences (Although he was pretty sure it was the shock rather than the injury that was the problem for Beelzebub right now), Spider-Man leapt towards Beelzebub, launching a powerful kick at his foe's head before spinning around to grab onto his opponent's back. From there, the hero managed to land a series of quick blows to Beelzebub's head, neck and shoulders before the creature grabbed him by the neck. With this grip available to him, the demon practically _tore_ the young hero off his back, dragging him around so that Spider-Man was staring his foe in the eyes.

"Hoo boy…" Spider-Man said, as he stared back at Beelzebub. The demon was only a few feet taller than the average height for a human, but that was still enough for there to be a significant difference in terms of how high off the ground he could be held.

Of course, even in this situation, he couldn't stop himself from making a bad joke.

"Geez, your breath _stinks_," he said, looking critically at Beelzebub. "What; they don't have breath mints in Hell?"

Roaring at him, Beelzebub hurled Spider-Man into a nearby wall, which he crashed into violently before falling back and slumping to the ground.

"Ow," the wall-crawler muttered, staring blankly up at the sky as he tried to work his way through the sudden pain in his back- at least it didn't feel like anything was broken- only partly registering a thumping sound that seemed to indicate that Beelzebub was on the move for the centre of the city once more…

"Are you OK?" someone asked; glancing over, Spider-Man saw that a small crowd must have been watching from the buildings during his battle with Beelzebub, and a couple of these were helping him to his feet.

"Yeah… thanks…" he said, smiling slightly under his mask at the others. The _Bugle_ may accuse him of causing everything from traffic jams to mad cow disease, but it was comforting to know that there were still _some_ people in the city who didn't think he was practically the Antichrist…

"What _was _that thing?" someone else asked him, glancing back in the direction that Beelzebub had run off in. "Some kind of mutant?"

"No… some scientists had an accident," Spider-Man said, hoping that would be enough to defer further questions; he didn't want to be prompted to go into too much detail when he didn't have a decent cover story. "Got to go; thanks for the help!" he said, before he leapt up into the air, fired a web-line, and began to swing after Beelzebub. Fortunately, the creature wasn't moving at a significantly rapid rate; proportionately, the demon was probably only moving at a speed that you'd expect to find in a normal man, albeit a normal man of his significant height.

Deciding that the direct approach was probably the best, Spider-Man swung in as close as he could get to Beelzebub while still not being with arm's reach, fired a web-line at his foe's neck, landed on the ground, and yanked hard on the web-line. As Beelzebub found himself flying backwards, he let out a brief roar of rage before he crashed into the road, closely followed by Spider-Man jumping into the air and landing on his chest.

"Ready to call it quits yet?" he asked, his foot on the demon's throat as the two of them glared at each other. "Just _don't _make me hurt you any more than I have to, OK; I'm _not _in the mood for this right now!"

Letting out another roar, Beelzebub lashed out with a powerful punch that sent Spider-Man flying before he could react to his spider-sense; at this close range there hadn't been enough time for him to react to the attack,

"_YOU think you can hurt _ME?" Beelzebub roared, as Spider-Man grabbed onto a nearby wall and glared at his opponent behind the mask. "_I have vanquished witches and demons for more years than you have been alive, and you believe that YOU- a mere _human_- can hurt _ME?"

"Well… yeah, actually," the red-and-blue clad college student said, dropping to the ground once more and flexing his shoulders; a brief crack was heard, but it just appeared to be his neck as he flexed it. "For one thing, you can't _hit _what you can't…_see_!" he added, as he brought his hands forward and fired webbing directly towards his foe's eyes…

Only for it to be intercepted by the demon's arm; effective, most likely, but _not _in the manner Spider-Man had been hoping for. Grinning, the demon lowered the arm to glare at his opponent, who was already trying to come up with another strategy; evidently just _hitting _the guy wasn't going to do anything.

"Oh, come _on_; give him a _chance_, you coward!" a voice suddenly called out from behind Spider-Man. Beelzebub just had time to look up before a woman in a brown leather coat and trousers had literally flown into his face, sending him staggering back from the sheer surprise of the blow.

"_Ph_- Flyer?" Spider-Man said, staring at her incredulously (If the Halliwells were going to keep their identities secret, they'd need some kind of code name if he was going to call them anything in this fight). "What took you so long?"

"Hey, it's not exactly easy to get rid of _that _many warlocks in such a short space of time!" Phoebe protested, although a slight grin on her face showed that she wasn't really hurt by his question.

"Yeah, we had to… keep them pinned down… quite a few times before they were actually _finished_," another voice said, Glancing around, Spider-Man smiled in relief as Paige and Piper appeared in a shimmer of white lights; Phoebe must have just decided to go for spectacle.

"Anyway, good to see you… _Orb_ and _Blast_," he said, putting a slight emphasis on each code name as he looked at the two of them, hoping they'd take the hint; the new heroes already seemed to be attracting attention from the public, particularly Paige in her dress.

"You guys ready to kick some ass?" he added, indicating Beelzebub, now glaring at the new arrivals with a combination of shock and glee; Spider-Man would have plenty of time to admire Paige's form _later_.

"_YOU_!" Beelzebub said, a gleam in his eyes that seemed almost excited as he looked at the three witches. "_It _is _the_-"

Then several strands of webbing leapt through the air to cover the demon's mouth, leaving him staring at Spider-Man in what could almost be incredulity that someone would dare to interrupt _him_.

"They have _secret_ identities, 'Bub," Spider-Man said, looking at the demon as though he was a child who'd just spoken in class. "So, since that is evidently a _foreign _concept to you, I'll just have to make sure you keep your mouth shut, OK?"

Before the demon could retaliate, Piper had raised her hands and flicked them at Beelzebub, her expression only registering mild disappointment when all that happened was that he was sent staggering back. She hadn't been _expecting _him to blow up, of course- she'd already guessed that Beelzebub was far too powerful for that- but at least she knew she could keep him off-balance. A part of her vaguely registered people cheering her, her sisters, and their friend on from around them- she was also pretty sure she could hear a few wolf whistles- but shook it off; if nothing else, right now their identities and powers weren't under threat, so witnesses weren't a real problem.

Raising her hands, Piper flicked them again and again, sending Beelzebub staggering back with each attack, until the demon was finally up against a wall and looking as though he'd just gone several rounds with a prize boxer. Instantly, Phoebe and Spider-Man leapt forward, Phoebe tearing up into the air to kick Beelzebub in the head several times, constantly changing location for a better angle, as Spider-Man jumped around Beelzebub, launching punches and kicks whenever he paused for a few moments. Roaring in frustration, Beelzebub tried to lash out at his two opponents with his claws, but his attempts at attack failed; Spider-Man just leapt up to Phoebe, grabbed her around the waist, and fired a web-line, taking them both out of harm's way as the weakened Beelzebub staggered forward.

Glancing around her surroundings, Paige saw an alleyway and seized her chance; if she moved rapidly, they might be able to just make everyone watching think that Beelzebub had been destroyed rather than 'teleported'.

"De- _Monster_!" she yelled, waving her hands and sending Beelzebub flying into the alley in a burst of white light; 'demon' might attract attention from the nearby New Yorkers, but 'monster' was fairly unremarkable. Before anyone could react, Paige had grabbed Piper's arm, Spider-Man had leapt down with Phoebe to join them, and the four of them had orbed into the alley where Beelzebub lay, looking at them in confusion and anger.

"You _really _shouldn't have come to my city," Spider-Man said, as he raised his wrist and launched several strands of webbing at Beelzebub. Instantly, the demon was 'strapped' to the ground by his wrists and ankles, glaring angrily up at them as though he wanted to incinerate all four of them.

Naturally, none of them were willing to give him the chance.

"Paige?" Phoebe asked, glancing over at her sister. "Care to show us the spell?"

"Gladly," Paige smiled, as the three sisters walked up to stand in front of the restrained Beelzebub. "Just repeat what I'm saying, OK?" she said to Piper and Phoebe, before she opened her mouth and the three sisters recounted the vanquishing spell.

"_The brittle winter gives way to flowers of spring, Beelzebub gone_!"

As the last words were finished, Beelzebub let out a strangled scream through the webbing as fire erupted all over his body. For a few brief moments, it seemed as though the sun was shining into the alley at noon, it was so bright…

Then Beelzebub's body collapsed to the ground, dissolving into various piles of dust, and it was over.

"Huh," Spider-Man said noncommittally, as he walked up to stand beside Piper. "Well… that was interesting." He looked over at the sisters. "Does that _always _happen when they're vanquished?"

"Pretty much, yeah," Paige said, nodding as she looked back at Peter, before turning to look at her sisters. "Anyway, we'd better get Cole and Leo and head back to the hotel room; I don't know about you, but I could do with a decent sleep after all this."

As though something had just occurred to her, she sighed and pinched the bridge of her nose with one hand. "I just hope the cleaning staff didn't show up while we were away..."

"Unlikely; if nothing else, we left the door shut with a DO NOT DISTURB sign on it," Piper put in, smiling slightly as she glanced over at Spider-Man. "By the way, any chance we could keep these as a souvenir?" she asked, indicating her webbing mask with a brief jerk of her thumb.

"Sorry, you can't; my webbing never lasts longer than an hour," the wall-crawler said, shrugging apologetically as he looked at her. "Just have to be content with memories of my oh-so-pleasant company, I guess."

"Oh, I think we'll have a _bit _more than that- well, _I _will at least…" Paige said, reaching over to pull Peter's mask up slightly and kiss him briefly on the lips before pulling the mask down once more. "Anyway, we've still got a couple of hours before the hotel bar closes; what do you say to a few drinks when we get back?"

Spider-Man seemed to smile slightly under the mask as he looked at Paige.

"Only if you meet me for coffee tomorrow at our first meeting," he said.

"Deal!" Paige said, nodding before she reached over to clasp Piper and Phoebe's shoulders as Peter placed a hand on her own shoulder. She closed her eyes, and the four of them vanished in a swirl of white light, leaving the ashes of the creature that had once been Beelzebub to blow freely in the wind as the night grew older.

The battle was over.

Beelzebub had fallen to the Charmed Ones and the Amazing Spider-Man.

And New York was safe once more.


	16. Parting Ways

Disclaimer: I don't own Spider-Man- the character was created by Marvel Comics and this version appeared in the movie directed by Sam Raimi-, nor do I own the Charmed Ones, who were created by the very talented Constance M. Burge

Feedback: This is a risky story I'm attempting; I'd like to know it's appreciated

AN: Well, here's the final chapter, and I'd like to thank everyone who reviewed; I hope it proved enjoyable

Webs and Witches

The next day, with poor photographs of the battle between Beelzebub and the Charmed/Spider-Man Alliance (As the fou fighters called it) the noonday sun found Peter Parker and Paige Matthews sipping coffee in the café where they had shared their first conversation after their impromptu collision on the street corner. Both Peter and Paige almost found it hard to believe that they had only known each other for a few days already; in that brief time, in their own way, both of them had seen a part of the other's lives that few people were privileged to know anything about, even after knowing them forpractically all their _lives_.

Nevertheless, as thesocial worker/witch and the college student/photographer/superherotalked, although they discussed the battle with Beelzebub and the vanquishing of his Coven- Paige teasing Peter mercilessly about the names he'd chosen for her and her sisters during the battle- among other, more trivial matters, both of them strenuously avoided the one subject they knew they needed to address right now.

It was only at the end of the conversation, as they left their money on the table and walked out of the café, that Peter finally broached the subject as they stood on the street corner where they had first bumped into each other.

"So… you're going back to San Francisco tonight, huh?" he asked, looking curiously at her.

"Yeah…" Paige said, nodding solemnly as she looked back at him. "Leo's recovered, and the warlocks have all been vanquished; there's no reason for all of us to stay here. Of course, there's still no sign of that 'Mysterio' guy you and Phoebe mentioned, but without his backers he's probably not much of a threat, is he?"

"Yeah…" Peter agreed, chuckling slightly before the two of them stopped talking once more

For a moment, there was silence, and then they both spoke at once.

"Come with me," they both said, followed by a moment's pause and an equally simultaneous "I can't."

"You first," Paige said, smiling sheepishly back at Peter and giving him a brief, prompting gesture with one hand.

"OK," Peter said, taking a deep breath before he continued. "Paige, I like you… a _lot_… but, well… I can't leave New York. My life is here. I was raised here, my aunt is here, my work- however annoying the boss might be- is here, and, well…"

He shrugged slightly as he indicated the tall buildings. "Well, I don't think San Francisco would give me _quite_ the same amount of space to swing that I've got here," he added, smiling slightly as though trying to look as though he was just being flippant about a relatively trivial matter.

It didn't fool Paige for a moment.

"There's something else, isn't there?" she said, looking at him. Her tone was inquiring, but her face itself was blank; she was prepared to let Peter speak his piece before she showed how she felt about his decision herself. "Look, you can tell me, whatever it is; I won't mind."

For a moment, Peter seemed like he was about to protest, but then he seemed to change his mind, and just sighed and nodded in confirmation at her.

"Yeah… there is," he said, as he looked back at her. "It's… well, when you get down to it, I just don't think I could ever really _cope _with your world. It's been an incredible few days, but I just don't know how I'd manage to live in it on a regular basis…"

"The magic, huh?" Paige said, looking at him quizzically. Noting Peter's surprised expression, she smiled reassuringly at him. "I'm not complaining; I understand where you're coming from. What with your own powers coming from a screwed-up science experiment, and your first major bad guy being the result of _another _experiment that went wrong, you're just more… _comfortable _in a world where the bad guys are using science instead of magic, right?"

"Yeah…" Peter said, looking awkwardly around himself, as though trying to avoid looking Paige in the eye, before the youngest Halliwell reached over and touched his face with one hand, manoeuvring his face so that he was looking directly at her.

"Hey; it's cool," she said, grinning slightly at him in a reassuring manner. "Actually, you've pretty much listed all the reasons why _I _can't stay _here_; just reverse the reasons why you're good here rather than in San Francisco, and you've got it. I mean, Mysterio sounds like he was a pretty tough sucker for Phoebe to handle, and even _then _he was using magic as well as science. When you get down to it, I don't think I could handle _your _kind of bad guys any more than you could handle _mine_."

For a moment, the two of them just stood there looking at each other, as though trying to decide what to do next, and then Paige smiled and shrugged.

"When you get down to it, we're both products of our upbringings, aren't we?" she said, shrugging nonchalantly as she looked at Peter, a small smile on her face. "Just promise me one thing."

"Name it," Peter replied, smiling back at her.

"If you ever need magical assistance, just call me," Paige said, as she reached over to place a hand on Peter's shoulder as she looked him directly in the eyes. "Whatever it is, ifthe three of uscan help in any way we'll be there as soon as possible; I promise."

"Trust me; the same goes for me," Peter replied, placing his own hand on Paige's shoulder. For a moment, they just stood there, staring at each other as they tried to come to a decision about what to do next, until Peter smiled as a thought occurred to him.

"Come with me," he said, stepping back slightly to take her wrist in his hand. "If you're going soon, I think you deserve one last decent view ofNew Yorkcity."

* * *

A few minutes later, Paige's arms were wrapped around Spider-Man's neck as the two of them swung through the air, at least twenty stories about the New York streets. Trying not to look down, Paige was just grateful that she'd decided to wear blue jeans and a red top today; the colours might limit any chances the people on the ground had of seeing her this high up, and she didn't want to have the man she… cared for… accused of kidnapping on top of his _other _reputation problems due to that stupid newspaper… 

But right now, as she swung through the air, she didn't bother to think about what might be going on in the world back on the ground.

She just revelled in the feel of the wind in the air, the comforting presence of the man in her arms, and the sight of the city before her.

Eventually, Spider-Man released a web-line, somersaulted once in mid-air, and then landed on one of the upper ledges of the Empire State building. Turning, Paige was about to ask him why he'd landed here of all places, but then she turned to look at the view before her, and her mouth dropped in astonishment.

"Wow…" she said, as she saw the sight spread out before her and Peter.

It was incredible. The sun was shining down on New York, illuminating every window, every piece of metal… everything that could shine _was _shining. It looked like someone had transformed New York into a city of pure light, and, for this moment in time, only Paige and Peter could see it (At this floor level, based on what Paige could see, she doubted that many people would have access to the Empire State Building; they'd either be too high or too low to appreciate the full scale of the view)…

"Beautiful, isn't it?" Peter smiled, as he wrapped his arms around her waist and leaned his chin on her shoulder. Paige noted that he'd taken his mask off and was holding it in one hand, but didn't think about it that much.

"Yeah…" Paige said, sighing deeply as she stared at the sight before her. "It is…"

Tilting her head to look at Peter, she smiled at him, touched at the thought that, having known her only a few days, he'd let her see something like this, something that she was sure only _he_, with his powers, coupled with his knowledge of New York, could ever hope to see…

"Thank you," she said, as she leaned in and softly kissed him on the lips.

"For what?" Peter asked, looking at her curiously as she pulled back.

"For everything," Paige smiled, as she turned slightly to hug him back. "For helping us stop Beelzebub… for being our ally… for being our friend…"

Pulling back, she leaned in briefly to give the young hero another passionate kiss on the lips, before leaning her forehead against his as she looked him in the eyes.

"And, if nothing else, for showing me that there are _still _decent men in the world, even if it's sometimes hard to find them," she said, smiling slightly at the embarrassed grin that suddenly appeared on Peter's face.

"Uh… thanks," he said, in the end. For a moment, Paige thought he was going to say something else, but then he just turned back to look at the sight before them.

They both still knew that, in a few hours, Paige would have to leave the city once more; they both knew that they might not see each other again; and they both knew that their 'relationship'- if it could be called that after so short a time- was more than likely going to end for good after they had parted ways.

But, for now, they were here, they were together, and they were, if not _in love_, at least on the right lines.

Sometimes, that was more than enough in the world.

* * *

A few miles away, in a deserted house that was now in even worse condition than it had been in earlier, a figure in green, gold and purple stood in the middle of the room where the battle between Spider-Man and the Coven of Beelzebub had taken place, fuming in rage as he stared at the desolation around himself. Everything that might have contained bottles of the potion he sought had been burned or shattered, and any likely looking books or pieces of paper were in an equally poor condition. 

In other words, Mysterio no longer had access to magic.

Oh, the leader of the Coven- Mr Telford, he recalled the name being- had mentioned various 'rituals' that might give him the power permanently, but Mysterio had no interest in becoming _less _than human, and the rituals sounded like too much work anyway. Besides, where would he have even begun to find the supplies necessary to perform those rituals?

No… once again, he was merely human.

A human who had certain talents where technology was concerned, it was true, but simply human nevertheless.

And it was all the fault of New York's accursed wall-crawler and his pathetic allies, trying to make him weaker so that he would be less of a challenge then he had been in their previous encounters…

_How DARE they_? Mysterio thought to himself, lashing out at a nearby wall with a frustrated punch; he knew it was pointless, but he had no wish to draw attention to himself by yelling, and attacking the walls was at least _slightly _less noisy. _How DARE that… _insect_ seek to deny me my power_! _I had it _all_ thanks to that Coven, and now they are _DEAD _because of him and his accursed allies_! _I HAVE LOST ALL THAT POWER BECAUSE OF HIS ACCURSED _JEALOUSY!

Roaring in rage, Mysterio crossed his arms to clasp his gauntlets, as though preparing to tear them off and hurl them aside in frustration…

And then he stopped himself.

Why was he becoming so frustrated over the loss of a few powers?

Of course, they had been impressive- the energy balls he had used against Spider-Man and that flying woman had been something he would greatly miss- but, when he got down to it, he was still capable of most of his old tricks even _without _the potions that had been supplied to him by the Coven.

If he was careful, and put enough effort into his plans, he might _just _be able to achieve victory over the accursed wall-crawler…

* * *

AN 2: I leave the ending ambiguous in case I ever feel like writing a sequel to this story; if not, simply assume that Mysterio masterminded a plan of revenge similar to his attack on Spider-Man in the _Spider-Man 2 _video game, and was subsequently defeated and captured (After all, Mysterio was working as an underworld enforcer even BEFORE the Coven got involved, but I never said that was his full-time job, did I?) 


End file.
